UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

				Filed by the Registrant      þ
				Filed by a Party other than the Registrant
				Check the appropriate box:
		o		Preliminary Proxy Statement
		o		Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
		þ		Definitive Proxy Statement
		o		Definitive Additional Materials
		o		Soliciting Material Pursuant to §240.14a-12

CHEMICAL FINANCIAL CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ

No fee required.

o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:

o

Fee paid previously with preliminary materials.

o

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:

 

March 4, 2011

333 East Main Street
Midland, Michigan 48640

 

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 18, 2011

 

To Our Shareholders:

 

The 2011 annual meeting of shareholders of Chemical Financial Corporation will be held at the Midland Center for the Arts, 1801 W. St. Andrews Drive, Midland, Michigan, on Monday, April 18, 2011, at 2:00 p.m. local time. At the meeting, we will consider and vote on:

 

 

We will also conduct any other business that properly comes before the meeting or at any adjournment of the meeting.

 

You are receiving this notice and can vote at the meeting and any adjournment of the meeting if you were a shareholder of record as of the close of business on February 18, 2011. The enclosed proxy statement is first being sent to our shareholders on approximately March 4, 2011. A copy of our annual report for the year ended December 31, 2010 is enclosed with this notice.

 

Important Notice Regarding the Availability of Proxy Materials.  Our proxy statement and annual report for the year ended December 31, 2010, which accompany this notice, are available for viewing, printing and downloading on the internet at www.edocumentview.com/chfc or in the “Investor Information” section of our website, www.chemicalbankmi.com, by clicking the 2011 Proxy Statement and 2010 Annual Report links, respectively. In addition, you may obtain electronic copies of all of our filings with the U.S. Securities and Exchange Commission from this section of our website.

 

We look forward to seeing you at the meeting.

 

By Order of the Board of Directors,

 

 

David B. Ramaker

Chairman, Chief Executive Officer and President

March 4, 2011

 

 

 

 

 

CHEMICAL FINANCIAL CORPORATION

 

PROXY STATEMENT

dated March 4, 2011

 

 

For the Annual Meeting of Shareholders
to be held April 18, 2011

 

Introduction

 

Use of Terms

 

In this proxy statement, “we,” “us,” “our,” the “Company” and “Chemical Financial” refer to Chemical Financial Corporation, the “Bank” refers to Chemical Bank, and “you” and “your” refer to each shareholder of Chemical Financial Corporation.

 

Questions and Answers about the Proxy Materials and Our 2011 Annual Meeting

 

 

 

In addition, any other business that properly comes before the meeting will be considered and voted on. As of the date of this proxy statement, we are not aware of any other matters to be considered and voted on at the meeting. If any other matters are presented, the persons named as proxies on the enclosed proxy will have discretionary authority to vote for you on those matters.

 

If you specify a choice on the proxy, your shares will be voted as specified. If you do not specify a choice, your shares will be voted for election of each of the nominees named in this proxy statement, for approval of Proposals 2, 3, and 4, and every three years on Proposal 5. If any other matter comes before the meeting, your shares will be voted in the discretion of the persons named as proxies on the proxy.

 

If you are a shareholder of record, Chemical Financial also offers you the convenience of voting by telephone or through the Internet, 24 hours a day, seven days a week.

 

Internet Voting.  You may vote via the Internet by visiting www.envisionreports.com/chfc.  Follow the steps outlined on the secured website.

 

Telephone Voting.  To vote by telephone, dial the toll-free number on the instructions included on your proxy and listen for further directions.

 

 

 

 

Proposal 2.  Proposal 2 will be approved if a majority of the shares entitled to vote are voted in favor of the proposal. Abstentions, broker non-votes and other shares that are not voted on Proposal 2 in person or by proxy will not be included in the vote count.

Proposals 3 and 4.  Proposals 3 and 4 will be approved if a majority of the shares that are voted on each proposal at the meeting are voted in favor of each proposal. Abstentions, broker non-votes and other shares that are not voted on Proposals 3 or 4 in person or by proxy will not be included in the vote count.

 

Proposal 5.  On Proposal 5, you may vote that an advisory vote on executive compensation should occur every one, two, or three years, or you may abstain from voting. This proposal will be determined by a plurality of the shares voting. Abstentions, broker non-votes and other shares that are not voted in person or by proxy will not be included in the vote count.

 

Required Vote for Other Matters.  We do not know of any other matters to be presented at the meeting. Generally, any other proposal to be voted on at the meeting would be approved if a majority of the shares that are voted on the proposal at the meeting are voted in favor of the proposal. Abstentions, broker non-votes and other shares that are not voted on the proposal in person or by proxy would not be included in the vote count.

 

 

 

Overview of Proposals

 

This proxy statement contains five proposals requiring shareholder action. Proposal 1 requests the election of 15 directors to the board of directors. Proposal 2 requests the approval of an amendment to our Articles of Incorporation to increase the number of our authorized shares of common stock from 30,000,000 to 45,000,000 shares. Proposal 3 requests the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2011. Proposal 4 requests an advisory vote on executive compensation. Proposal 5 requests an advisory vote on the frequency of the advisory vote on executive compensation. Each of the proposals is discussed in more detail below.

 

Proposal 1
Election of Directors

 

Following a review and recommendation from the Corporate Governance and Nominating Committee, the board of directors proposes that the following nominees be elected as directors for terms expiring at the 2012 annual meeting of shareholders:

 

Gary E. Anderson
J. Daniel Bernson
Nancy Bowman
James A. Currie
James R. Fitterling
Thomas T. Huff
Michael T. Laethem
James B. Meyer
Terence F. Moore
Aloysius J. Oliver
David B. Ramaker
Grace O. Shearer
Larry D. Stauffer
William S. Stavropoulos
Franklin C. Wheatlake

 

Each proposed nominee currently serves as a director of Chemical Financial for a term that will expire at this year’s annual meeting. The persons named in the enclosed proxy intend to vote for the election of the fifteen nominees listed above. The proposed nominees are willing to be elected and serve as directors. If a nominee is unable to serve or is otherwise unavailable for election, which we do not anticipate, the incumbent board of directors may or may not select a substitute nominee. If a substitute nominee is selected, your proxy will be voted for the person selected. If a substitute nominee is not selected, your proxy will be voted for the election of the remaining nominees. No proxy will be voted for a greater number of persons than the number of nominees named above.

 

Biographical information concerning the current directors and nominees for director of Chemical Financial appears below under the heading “The Board of Directors.” All current directors and nominees for director, except David B. Ramaker, qualified as independent directors as defined by NASDAQ Listing Rules, including such definitions applicable to each committee of the board of directors upon which he or she serves or served. In making this determination, the board of directors considered all ordinary course loan and other business transactions between directors and Chemical Bank.

 

Your Board of Directors recommends that you vote
FOR the election of all nominees as directors.

 

Proposal 2
Amendment of our Articles of Incorporation to increase the number of
authorized shares of our common stock from 30,000,000 to 45,000,000 shares

 

The board of directors proposes to amend Article III of the Corporation’s Articles of Incorporation to increase the number of authorized shares of our common stock from 30,000,000 to 45,000,000 shares. The purpose of the amendment is to provide additional shares for future issuance.

 

We currently have 30,000,000 shares of common stock authorized for issuance and 200,000 shares of preferred stock authorized for issuance. Of those 30,000,000 shares of common stock, as of January 31, 2011, 27,451,367 shares were issued and outstanding and 1,947,516 shares were reserved for issuance under the Corporation’s share-based plans, including its dividend reinvestment program, leaving us with 601,117 shares of common stock available for future issuance. As of January 31, 2011, no shares of preferred stock were issued and outstanding.

 

The board of directors believes that it is advisable to have additional authorized shares of common stock available for future issuance. Management continues to seek favorable acquisition opportunities. It has in the past had, and anticipates that it will from time to time in the future have, discussions with other organizations that might be interested in being acquired. Authorized but unissued shares of common stock, or funds raised in a public offering of shares, may be used for these purposes. In addition, the additional authorized shares would also be available for possible future stock splits and dividends, equity incentive plans, and other corporate purposes that might be considered. The Corporation has no present plans or proposals to issue shares that would be authorized by the proposed amendment.

 

All of the additional authorized shares of common stock would be of the same class with the same dividend, voting, and liquidation rights as the shares of common stock presently issued and outstanding. Our authorized capital stock also includes, and will continue to include without increase, 200,000 shares of preferred stock. Shareholders have no preemptive rights to acquire shares of common stock issued by the Corporation under its Articles of Incorporation and shareholders would not acquire preemptive rights with respect to the additional authorized shares of stock under the proposed amendment to the Articles of Incorporation.

 

The issuance of additional shares of common stock could dilute the voting rights, equity and earnings per share of existing shareholders. The issuance of additional shares of common stock, or the perception that additional shares may be issued, may also adversely affect the market price of our common stock. The additional shares of common stock that would become available for issuance if the amendment is approved could also be used by us to oppose a hostile takeover attempt or to delay or prevent changes in control or management of the Corporation. For example, without further shareholder approval, the board of directors could strategically sell shares of common stock in a private transaction to purchasers who would oppose a takeover or favor the current board of directors. Although the amendment to increase the authorized shares of common stock has been prompted by the business and financial considerations described above, and not by the threat of any hostile takeover attempt (nor is the board of directors currently aware of any such attempts directed at us), shareholders should be aware that approval of the amendment could facilitate future efforts by us to deter or prevent changes in control.

 

If the proposed amendment is adopted, the newly authorized shares would be unreserved and available for issuance. No further shareholder authorization would be required prior to the issuance of such shares by the Corporation, except where shareholder approval is required under NASDAQ rules.

 

If the shareholders approve Proposal 2, we will file a Certificate of Amendment to our Articles of Incorporation to amend Article III of our Articles of Incorporation to amend, in its entirety, the first paragraph to read, as follows:

 

The total authorized capital stock of the Corporation is 45,200,000 shares of stock divided into two classes, as follows:

 

A. 45,000,000 shares of common stock, par value $1.00 per share; and

 

B. 200,000 shares of preferred stock, no par value.

 

Except for the first paragraph, all of the remaining provisions in Article III of the Articles of Incorporation would remain in full force and effect without change. The text of the proposed amendment is subject to modification to include such changes as the board of directors determines to be necessary or advisable to effect the increase in authorized shares of common stock.

 

Your Board of Directors recommends
that you vote FOR Proposal 2.

 

Proposal 3
Ratification of the appointment of KPMG LLP as our independent
registered public accounting firm for the year ending December 31, 2011

 

The Audit Committee has appointed KPMG LLP as the Company’s independent registered public accounting firm to audit the consolidated financial statements of the Corporation and its subsidiary and the effectiveness of internal control over financial reporting for the year ending December 31, 2011, and to perform such other appropriate accounting services as may be approved by the Audit Committee. The Audit Committee and the board of directors propose and recommend that shareholders ratify the appointment of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2011.

 

More information concerning the relationship of the Company with its independent registered public accounting firm appears below under the headings “Audit Committee,” “Audit Committee Report” and “Independent Registered Public Accounting Firm.”

 

If the shareholders do not ratify the appointment of KPMG LLP, the Audit Committee will consider a change of the independent registered public accounting firm for the next year.

 

Your Board of Directors and Audit Committee, which consists entirely of
independent directors, recommend that you vote FOR Proposal 3.

 

Proposal 4
Advisory Vote on Executive Compensation

 

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires, among other things, that the Corporation permit a non-binding, advisory vote on the compensation of its named executive officers, as described in the tabular disclosure regarding named executive officer compensation and the accompanying narrative disclosure in this proxy statement.

 

This proposal (sometimes referred to as a “Say-on-Pay” proposal), gives you as a shareholder the opportunity to endorse or not endorse the compensation of our named executive officers through the following resolution:

 

“Resolved, that the shareholders approve the Corporation’s compensation of executives as disclosed in the Proxy Statement, including the tabular disclosure regarding named executive officer compensation and the accompanying narrative disclosure.”

 

The Corporation believes that our executive compensation programs appropriately align named executive officers’ incentives with shareholder interests and are designed to attract and retain high quality, executive talent. We believe that our executive compensation policies are and have been conservative within the industry and in comparison with the compensation policies of competitors in the markets that we serve. We also believe that both the Corporation and shareholders benefit from responsive corporate governance policies and dialogue.

 

The vote is advisory and not binding upon the Corporation and its board of directors, and may not be construed as overruling a decision by the board or creating an additional fiduciary duty of the board. However, the Compensation and Pension Committee will take into account the outcome of the vote when considering future executive compensation decisions.

 

Your Board of Directors and Compensation and Pension Committee, which consists
entirely of independent directors, recommend that you vote FOR Proposal 4.

 

Proposal 5
Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation

 

The Dodd-Frank Act requires the Corporation to obtain, at least once every six years, a shareholder vote on the frequency of a shareholder advisory vote on the compensation of the named executive officers.

 

This proposal gives the Corporation’s shareholders the opportunity to determine whether the frequency of a shareholder advisory vote on the compensation of the named executive officers will occur every one, two or three years. Shareholders may also abstain from voting on the frequency of a shareholder advisory vote on the compensation of the named executive officers.

The vote is advisory and not binding upon the Corporation and its board of directors. However, the Compensation and Pension Committee will take into account the outcome of the vote when considering the frequency of a shareholder advisory vote on compensation of the named executive officers.

 

The board of directors believes that having an advisory vote on the compensation of the named executive officers every three years is the appropriate approach. Our executive compensation programs and policies are designed to reward the long-term growth and performance of the Corporation. It is difficult to assess the linkage between such performance and compensation on an annual basis because our long-term incentive programs run from three to ten years. We also believe a three-year period will provide us with adequate time to engage shareholders and respond to “Say on Pay” vote results.

 

Your Board of Directors and Compensation and Pension Committee, which consists
entirely of independent directors, recommend that you vote EVERY THREE YEARS on Proposal 5.

 

The Board of Directors

 

General

 

The board of directors presently consists of fifteen individuals. The term of office for each of the directors expires at the annual meeting each year.

 

Chemical Financial’s Board of Directors and Nominees for Election as Directors

 

Except as otherwise indicated, each director and nominee has had the same principal occupation and employment during the past five years. The age of each director and nominee is as of December 31, 2010.

 

Gary E. Anderson, age 65, has served as a director of Chemical Financial since January 2005 and is a member of the Audit and Risk Management Committees and Chairman of both the Compensation and Pension and Corporate Governance and Nominating Committees. Mr. Anderson has been a director of Chemical Bank since January 2001. Mr. Anderson was appointed as Lead Independent Director of the Corporation in April 2006. Mr. Anderson is retired Chairman of the board of Dow Corning Corporation (Dow Corning). Mr. Anderson joined Dow Corning, a diversified company specializing in the development, manufacture and marketing of silicones and related silicon-based products, in 1967 and served in various executive capacities for over 25 years, including Chairman, President and Chief Executive Officer, retiring as Chairman on December 31, 2005. On May 15, 1995, Dow Corning voluntarily filed a petition under Chapter 11 of the United States Bankruptcy Code in connection with litigation pertaining to product liability for breast implants, and emerged from bankruptcy in June 2004. Mr. Anderson has served as a director of Eastman Chemical Company since August 2007 and as its Lead Independent Director since January 1, 2011. In nominating Mr. Anderson, the Corporate Governance and Nominating Committee considered as important factors Mr. Anderson’s extensive experience in leading a large, regionally diverse business organization, his familiarity with an important market area in which Chemical Financial competes, his familiarity with financial statements of large business organizations, and his experience in the areas of corporate finance, corporate governance and executive compensation.

 

J. Daniel Bernson, age 69, has served as a director of Chemical Financial since January 2001 and is a member of the Audit, Compensation and Pension and Corporate Governance and Nominating Committees. Mr. Bernson served as a director of Chemical Bank Shoreline (merged into Chemical Bank on December 31, 2005) from July 1999 through December 31, 2005. Mr. Bernson became a director of Chemical Bank on January 1, 2006. Mr. Bernson is Vice Chairman of The Hanson Group, St. Joseph, Michigan, a holding company with diversified business interests in southwest Michigan, including Hanson Mold, Hanson Logistics, Eagle Technologies Group, Hanson Xpress and Hanson Transportation Management Services. Mr. Bernson was President of The Hanson Group from 1988 until December 2006 and Chief Executive Officer from April 2004 until December 2006. Mr. Bernson became Vice Chairman of The Hanson Group upon his retirement as President and Chief Executive Officer in December 2006. In nominating Mr. Bernson, the Corporate Governance and Nominating Committee considered as important factors Mr. Bernson’s extensive experience in leading a diversified business organization, his familiarity with an important market area in which Chemical Financial competes, his historical experience with Shoreline Financial Corporation, whose operations now comprise a significant portion of Chemical Financial’s operations, and his experience in the corporate finance and financial needs of an organization that is typical of many of Chemical Financial’s customers.

 

Nancy Bowman, age 59, has served as a director of Chemical Financial since January 2003 and is a member of the Audit and Compensation and Pension Committees. Ms. Bowman served as a director of Chemical Bank West (merged into Chemical Bank on December 31, 2005) from 1982 through December 31, 2005. Ms. Bowman became a director of Chemical Bank on

January 1, 2006. Ms. Bowman is also a community advisory board member. Ms. Bowman is a certified public accountant and co-owner of Bowman & Rogers, PC, an accounting and tax services company located in Lake City, Michigan. In nominating Ms. Bowman, the Corporate Governance and Nominating Committee considered as important factors Ms. Bowman’s education as a certified public accountant, her expertise in the preparation and examination of financial statements, her familiarity with an important market area in which Chemical Financial competes, and her experience in owning and managing the financial needs of a smaller business that is typical of many of Chemical Financial’s customers.

 

James A. Currie, age 51, has been a director of Chemical Financial since August 1993 and is a member of the Compensation and Pension and Corporate Governance and Nominating Committees. Mr. Currie has served as a director of Chemical Bank since February 1992. Mr. Currie is an investor. In nominating Mr. Currie, the Corporate Governance and Nominating Committee considered as important factors Mr. Currie’s experience in investing and investment vehicles, his familiarity with an important market area in which Chemical Financial competes, and his experience in the business and financial needs of typical investment customers of Chemical Financial.

 

James R. Fitterling, age 49, has served as a director of Chemical Financial and Chemical Bank since July 20, 2010 and is a member of the Compensation and Pension and the Corporate Governance and Nominating Committees. Mr. Fitterling is an Executive Vice President of The Dow Chemical Company (Dow) and President of Plastics and Hydrocarbons within Dow. Dow is a diversified science and technology company that manufactures chemical, plastic and agricultural products. Mr. Fitterling joined Dow in 1984. After serving in a variety of sales, marketing and supply chain positions in Liquid Separations, he was named Commercial Director for Liquid Separations, Dow Pacific in 1994. In 1998, he was appointed Global Business Director for Liquid Separations and President and CEO of FilmTec Corporation, a wholly-owned subsidiary of Dow. In 2000, he was named General Manager for Dow Thailand and Managing Director for SCC-Dow Group of joint venture companies. In 2002, he became CEO of the OPTIMAL Group, affiliates of Petroliam Nasional Berhad (PETRONAS), Malaysia’s state-owned oil corporation and The Dow Chemical Company. He added responsibility for the Southeast Asia and Australia region in 2004. Mr. Fitterling was named Business Vice President for Polyethylene in 2005, President, Basic Plastics in 2007. He was named Vice President of Corporate Development in 2009 and Senior Vice President of Corporate Development in April 2010 and was appointed to his current position in August 2010. Mr. Fitterling is a member of the Executive Leadership Committee, the Management Committee and the Strategy Board of The Dow Chemical Company. He also serves as Chairman of the board of directors of Univation Technologies LLC. In nominating Mr. Fitterling, the Corporate Governance and Nominating Committee considered important Mr. Fitterling’s experience as a leader in a large, geographically diverse publicly-held corporation, his experience and familiarity with financial statements of large business organizations, and his familiarity with an important market area in which Chemical Financial competes.

 

Thomas T. Huff, age 68, has served as a director of Chemical Financial since January 2004 and is a member of the Audit, Compensation and Pension and Risk Management Committees. Mr. Huff served as a director of Chemical Bank Shoreline (merged into Chemical Bank on December 31, 2005) from 1986 through December 31, 2005. Mr. Huff became a director of Chemical Bank on January 1, 2006 and is also a community advisory board member. From 1987 to 2002, Mr. Huff was a senior partner with the Varnum, Riddering, Schmidt and Howlett law firm. Mr. Huff is owner of Peregrine Realty LLC (a real estate development company) and Peregrine Restaurant Group LLC (owner of London Grill restaurants), and continues to practice law in Kalamazoo, Michigan. In nominating Mr. Huff, the Corporate Governance and Nominating Committee considered as important factors Mr. Huff’s education and experience as a practicing attorney, his experience in real estate development, his familiarity with an important market area in which Chemical Financial competes, his historical experience with Shoreline Financial Corporation, whose operations now comprise a significant portion of Chemical Financial’s operations, and his experience in the business and financial needs of a professional practice similar to many of Chemical Financial’s customers.

 

Michael T. Laethem, age 52, has served as a director of Chemical Financial since January 1, 2006 and is a member of the Corporate Governance and Nominating Committee. Mr. Laethem has served as a director of Chemical Bank since January 2001 and is also a community advisory board member. Mr. Laethem served as a director of Chemical Bank Thumb Area (merged into Chemical Bank on December 31, 2000) from 1993 through December 31, 2000. Mr. Laethem is a certified public accountant and is also President of Farm Depot, Ltd, a company that purchases, sells and leases farm equipment, in Caro, Michigan. In nominating Mr. Laethem, the Corporate Governance and Nominating Committee considered as important factors Mr. Laethem’s education as a certified public accountant, his expertise in the examination of financial statements, his familiarity with an important market area in which Chemical Financial competes, his experience in agribusiness, and his experience in operating a small business and satisfying the financial needs of a business that is typical of many of Chemical Financial’s customers.

 

James B. Meyer, age 64, has served as a director of Chemical Financial and Chemical Bank since May 1, 2010 and is a member of the Audit Committee. Mr. Meyer served as a director of O.A.K. Financial Corporation (merged into Chemical

Financial on April 30, 2010) from 2004 through April 30, 2010. Mr. Meyer retired from Spartan Stores, Inc, a food services wholesaler and retailer, in 2003, after 30 years with the company. He was elected President and Chief Operating Officer of Spartan Stores in 1997 and a year later was named Chief Executive Officer. He was elected Chairman of the Board and Chief Executive Officer of Spartan Stores, Inc. in 2000. Mr. Meyer is a certified public accountant. In nominating Mr. Meyer, the Corporate Governance and Nominating Committee considered important Mr. Meyer’s experience in leading a large publicly-held corporation, his education in corporate finance and accounting and as a certified public accountant, his extensive experience in leading the finances and financial statement disclosure of a large publicly-held corporation, his experience and familiarity with financial statements and audit committees of publicly-held corporations, and his familiarity with an important market area in which Chemical Financial has expanded and competes.

 

Terence F. Moore, age 67, has served as a director of Chemical Financial since January 1998 and is Chairman of the Audit Committee and a member of the Compensation and Pension and Corporate Governance and Nominating Committees. Mr. Moore has served as a director of Chemical Bank since February 1991. Mr. Moore is President Emeritus of MidMichigan Health, Midland, Michigan, a health care organization operating in central and northern Michigan. Mr. Moore served as President and Chief Executive Officer of MidMichigan Health from 1982 until his retirement in June 2008. From 1977 to 1984, Mr. Moore was President and Chief Executive Officer of MidMichigan Medical Center in Midland, which is MidMichigan Health’s largest subsidiary. In nominating Mr. Moore, the Corporate Governance and Nominating Committee considered as important factors Mr. Moore’s experience in leading a large, geographically diverse business organization, his familiarity with an important market area in which Chemical Financial competes, his experience in the health care and life sciences industries, and his familiarity with financial statements of large business organizations.

 

Aloysius J. Oliver, age 70, has served as a director of Chemical Financial since January 1997 and served as Chairman of its board of directors from January 2002 until May 1, 2004. Mr. Oliver is a member of the Audit, Compensation and Pension, Corporate Governance and Nominating and Risk Management Committees. Mr. Oliver previously served as President and Chief Executive Officer of Chemical Financial from January 1997 until his retirement on December 31, 2001. Before being appointed President and Chief Executive Officer of Chemical Financial, Mr. Oliver served as Executive Vice President and Secretary from January 1985 to December 1996. Mr. Oliver joined Chemical Bank in 1957 and served in various management capacities. Mr. Oliver became Vice President and Cashier of Chemical Bank in 1975, Secretary to the board of directors in 1979 and Senior Vice President in 1981. Mr. Oliver became a director of Chemical Bank in August 1996. In nominating Mr. Oliver, the Corporate Governance and Nominating Committee considered as important factors Mr. Oliver’s leadership of, extensive service to and familiarity with Chemical Financial, his extensive experience in the banking industry, his experience and familiarity with the financial statements and financial disclosure of publicly-held bank holding companies, and his familiarity with the various market areas in which Chemical Financial competes.

 

David B. Ramaker, age 55, is Chairman, Chief Executive Officer and President of Chemical Financial. Mr. Ramaker was appointed Chief Executive Officer and President in January 2002 and Chairman in April 2006. Mr. Ramaker has been a director of Chemical Financial since October 2001. Mr. Ramaker also serves as Chairman, Chief Executive Officer and President of Chemical Bank. Mr. Ramaker joined Chemical Bank as Vice President on November 29, 1989. Mr. Ramaker became President of Chemical Bank Key State (consolidated into Chemical Bank) in October 1993. Mr. Ramaker became President and a member of the board of directors of Chemical Bank in September 1996 and Executive Vice President and Secretary to the board of Chemical Financial and Chief Executive Officer of Chemical Bank on January 1, 1997. Mr. Ramaker served as Chief Executive Officer and President of Chemical Bank until December 31, 2001. He resumed these positions on January 1, 2006. Mr. Ramaker became Chairman of the board of Chemical Bank in January 2002. During the last five years, Mr. Ramaker has served as a director of all of the Corporation’s subsidiaries. Mr. Ramaker is also a member of the Executive Management Committee of Chemical Financial. In nominating Mr. Ramaker, the Corporate Governance and Nominating Committee considered as important factors Mr. Ramaker’s leadership of, service to and familiarity with Chemical Financial, his extensive experience in the banking industry, his experience and familiarity with the financial statements and financial disclosure of publicly-held bank holding companies, and his familiarity with the various market areas in which Chemical Financial competes.

 

Grace O. Shearer, age 63, has served as a director of Chemical Financial and Chemical Bank since May 1, 2010 and is a member of the Compensation and Pension Committee. Ms. Shearer served as a director of O.A.K. Financial Corporation (merged into Chemical Financial on April 30, 2010) from 2002 through April 30, 2010. Ms. Shearer is retired from West Michigan Heart, P.C., a cardiology service provider in West Michigan, where she served as Chief Executive Officer from 1993 to 2005. Ms. Shearer also served as Vice President of Operations for St. Mary’s Hospital, Grand Rapids, from 1980 to 1993, and in 1992 served as its interim Chief Executive Officer. In nominating Ms. Shearer, the Corporate Governance and Nominating Committee considered important Ms. Shearer’s experience in leading a large health services business organization, her experience in and knowledge of the health care and life sciences industries, her experience in operating a physician driven

business and satisfying the financial needs of a business that is typical of many of Chemical Financial’s customers, and her familiarity with an important market area in which Chemical Financial has expanded and competes.

 

Larry D. Stauffer, age 65, has served as a director of Chemical Financial and Chemical Bank since January 1, 2006 and is a member of the Compensation and Pension and Risk Management Committees. Mr. Stauffer served as a director of Chemical Bank West (merged into Chemical Bank on December 31, 2005) from May 2004 through December 31, 2005. Mr. Stauffer is also a community advisory board member. Mr. Stauffer served from 1984 to November 2007 as President of Auto Paint Inc. and Auto Wares Tool Company, both divisions of Auto Wares Inc., an automotive parts distribution company that serves the Midwest section of the United States, headquartered in Grand Rapids, Michigan. In November 2007, Mr. Stauffer became a consultant of Auto Wares Inc. In nominating Mr. Stauffer, the Corporate Governance and Nominating Committee considered as important factors Mr. Stauffer’s experience in leading a geographically diverse business organization, his familiarity with an important market area in which Chemical Financial competes, his experience in the automotive industry, and his experience in running and managing the financial needs of a business that is typical of many of Chemical Financial’s customers.

 

William S. Stavropoulos, age 71, has been a director of Chemical Financial since August 1993 and a director of Chemical Bank since April 1992. Mr. Stavropoulos is a member of the Audit, Compensation and Pension and Corporate Governance and Nominating Committees. Mr. Stavropoulos is retired Chairman of the board of directors of The Dow Chemical Company (Dow), a diversified science and technology company that manufactures chemical, plastic and agricultural products. Mr. Stavropoulos joined Dow in 1967 and served in various senior management positions. Mr. Stavropoulos was named President of Dow Latin America in 1984, Group Vice President in 1987, Vice President in 1990, President of Dow U.S.A. in 1990, Senior Vice President in 1991, President and Chief Operating Officer in 1993, Chief Executive Officer in November 1995 and Chairman of the board of directors in November 2000. Mr. Stavropoulos was a member of the board of directors of Dow from July 1990 to March 2006. Mr. Stavropoulos served as President and Chief Executive Officer of Dow from 1995 to 2000 and was reappointed to that position in December 2002. In November 2003, Mr. Stavropoulos relinquished the position as President, in November 2004 he relinquished the position as Chief Executive Officer and he retired as Chairman of Dow on April 1, 2006. Mr. Stavropoulos is Chairman Emeritus of Dow. Mr. Stavropoulos has served as the President and Founder of the Michigan Baseball Foundation since 2007. Mr. Stavropoulos has served as a director of Maersk Inc. since July 2002, Teradata Corporation since September 2007, Tyco International, Inc. since March 2007, Chairman of the board of Univar Inc. since November 2010, a member of the Advisory Board for Metalmark Capital LLC since 2005, a trustee of the Fidelity Equity and High Income Board since July 2008 and a member of the Advisory Committee of Clayton, Dubilier & Rice, LLC since 2006. In nominating Mr. Stavropoulos, the Corporate Governance and Nominating Committee considered as important factors Mr. Stavropoulos’ extensive experience in leading a large, geographically diverse publicly-held corporation, his familiarity with the issues relating to executive compensation and corporate governance at publicly-held corporations, his experience with audit, nominating and compensation committees of boards of directors, his extensive experience and familiarity with financial statements and financial disclosure of large, publicly-held corporations, and his familiarity with an important market area in which Chemical Financial competes.

 

Franklin C. Wheatlake, age 63, has served as a director of Chemical Financial and Chemical Bank since January 1, 2006 and is Chairman of the Risk Management Committee and a member of the Audit and Compensation and Pension Committees. Mr. Wheatlake served as a director of Chemical Bank West (merged into Chemical Bank on December 31, 2005) from 2001 through December 31, 2005. Mr. Wheatlake is Chairman of Utility Supply and Construction Company, a company that provides supply chain, material distribution, logistics support and construction services to the electric and gas utility industry, and a dealer/principal of Crossroads Chevrolet, an automobile/light truck dealership, both located in Reed City, Michigan. In nominating Mr. Wheatlake, the Corporate Governance and Nominating Committee considered as important factors Mr. Wheatlake’s experience in leading a diverse business organization, his familiarity with an important market area in which Chemical Financial competes, and his experience in running and managing the financial needs of a business that is typical of many of Chemical Financial’s customers.

Board Committees

 

Among others, the board of directors has established the following four standing committees:

 

 

The following table shows each person currently serving as a director, whether the person is an independent director and whether the director served on the committees identified below during 2010:

 

Corporate

Compensation and

Governance and

Independent

Audit

Pension

Nominating

Risk Management

Director

Director(1)

Committee

Committee

Committee

Committee

Gary E. Anderson

Yes

Member

(2)

Chairman

Chairman

Member

J. Daniel Bernson

Yes

Member

(2)

Member

Member

Nancy Bowman

Yes

Member

Member

James A. Currie

Yes

Member

Member

James R. Fitterling

Yes

Member

Member

Thomas T. Huff

Yes

Member

Member

Member

Michael T. Laethem

Yes

Member

James B. Meyer

Yes

Member

(2)

Terence F. Moore

Yes

Chairman

(2)

Member

Member

Aloysius J. Oliver

Yes

Member

(2)

Member

Member

Member

David B. Ramaker

No

Grace O. Shearer

Yes

Member

Larry D. Stauffer

Yes

Member

Member

William S. Stavropoulos

Yes

Member

(2)

Member

Member

Franklin C. Wheatlake

Yes

Member

Member

Chairman

 

 

Audit Committee.  The Audit Committee of the Corporation serves in a dual capacity as the Audit Committee of the Corporation and Chemical Bank. The Audit Committee was established in accordance with section 3(a)(58)(A) of the Securities Exchange Act of 1934. The Audit Committee oversees the accounting and financial reporting processes on behalf of the boards of directors of the Corporation and Chemical Bank. The Audit Committee oversees the audit of the financial statements and is directly responsible for the appointment, compensation, retention and oversight of the work of the independent registered public accounting firm engaged by the Corporation. The Audit Committee operates pursuant to a written charter, a current copy of which is available on Chemical Financial’s corporate website at www.chemicalbankmi.com under “Investor Information.” The Audit Committee is comprised solely of “independent directors” as defined by NASDAQ Listing Rules. The Audit Committee has a Pre-Approval Policy to pre-approve the audit and non-audit services performed by the independent registered public accounting firm. All services provided by the independent registered public accounting firm are either within general pre-approved limits or specifically approved by the Audit Committee. The general pre-approval limits are detailed as to each particular service and are limited by a specific dollar amount for each type of service per project. Subject to certain limitations, the authority to grant pre-approvals may be delegated to one or more members of the Audit Committee. The Pre-Approval Policy requires the Audit Committee to be informed of the services provided under the pre-approval guidelines at the next regularly scheduled Audit Committee meeting. The Audit Committee met seven times during 2010.

Compensation and Pension Committee.  The Compensation and Pension Committee reviews salaries, bonuses and other compensation of all officers of Chemical Financial and Chemical Bank, administers Chemical Financial’s share-based compensation plans, makes recommendations to the board of directors regarding the grants of share-based compensation awards under these plans, and annually reviews the Corporation’s benefit programs, including the pension, supplemental pension, nonqualified deferred compensation and 401(k) savings plans. All share-based compensation plans outstanding have been approved by the Corporation’s shareholders. The Compensation and Pension Committee operates pursuant to a written charter, a current copy of which is available on Chemical Financial’s corporate website at www.chemicalbankmi.com under “Investor Information.” The Compensation and Pension Committee is comprised solely of “independent directors” as defined by NASDAQ Listing Rules. The Compensation and Pension Committee met three times during 2010.

 

Corporate Governance and Nominating Committee.  The Corporate Governance and Nominating Committee oversees the Corporation’s corporate governance responsibilities on behalf of the board of directors and is responsible for the identification and recommendation of individuals qualified to become members of the board of directors for each vacancy that occurs and for each election of directors at an annual meeting of shareholders. The Corporate Governance and Nominating Committee operates pursuant to a written charter, a current copy of which is available on Chemical Financial’s corporate website at www.chemicalbankmi.com under “Investor Information.” All members of the Corporate Governance and Nominating Committee are “independent directors” as defined by NASDAQ Listing Rules. The Corporate Governance and Nominating Committee met five times during 2010.

 

Risk Management Committee.  The Board of Directors has appointed a Risk Management Committee. The primary responsibility of the committee is to oversee and assess the adequacy of the Corporation’s management of key risks, including credit risk, asset/liability risk, liquidity risk, and operational risk. The committee is also responsible for monitoring the Corporation’s risk management profile and obtaining reasonable assurance of adherence to the Corporation’s risk management policies. The committee may delegate responsibility for the assessment of certain risks to various committees of management or the board of directors, which must report and make recommendations to the committee concerning specific areas of risk. The committee is responsible for the coordination of the assessment of risks among the various committees to which it delegates any responsibility, and is responsible for ensuring that the Corporation has adequate procedures and processes for assessing risk across all of the Corporation’s operations. The Risk Management Committee is composed entirely of “independent directors” within the meaning of NASDAQ Listing Rules. The committee has the full power and authority to perform the responsibilities of a public company risk management committee under applicable law, regulations, NASDAQ Listing Rules, and public company custom and practice. The committee operates pursuant to a written charter. In discharging its oversight role, the committee is empowered to investigate any matter brought to its attention, with full access to all books, records, facilities, and personnel of the Corporation, and may retain outside counsel or other experts for this purpose. The Risk Management Committee met three times during 2010.

 

Corporate Governance

 

Board and Annual Meeting Attendance

 

During 2010, the Chemical Financial board of directors held nine regular meetings and seven special meetings. All of the directors except for Mr. Fitterling attended at least 75% of the aggregate number of meetings of the board of directors and meetings of committees on which they served during the year (during the periods that they served). Mr. Fitterling missed five meetings during 2010 for medical reasons. The Corporation has a policy that requires all members of and nominees to the board of directors to attend the annual meeting each year. All of the directors serving at April 19, 2010 attended the Corporation’s 2010 annual meeting held on that date, except for Mr. Stavropoulos.

 

Shareholder Nominations

 

The Corporate Governance and Nominating Committee will consider director candidates recommended by shareholders, directors, officers, third-party search firms and other sources. Shareholders may recommend individual nominees for consideration by the Corporate Governance and Nominating Committee by communicating with the committee as described under the heading “Communicating with the Board.” The Corporate Governance and Nominating Committee will ultimately determine whether a shareholder recommendation will result in a nomination under this process. In considering potential nominees, the committee will review all candidates in the same manner, regardless of the source of the recommendation. The goal of the Corporate Governance and Nominating Committee is to nominate a slate of individuals who will reflect the communities in which Chemical Financial operates and the customers that Chemical Financial serves.

 

Direct shareholder nominations may only be made by sending a notice to the Secretary of Chemical Financial that sets forth:

 

 

You must send this notice to the Secretary of Chemical Financial not less than 120 days before the date of an annual meeting and not more than seven days following the date of notice of a special meeting called for election of directors. The Corporate Governance and Nominating Committee will evaluate and consider every nominee so proposed by a shareholder and report each such nomination and the Committee’s recommendation to the full board of directors. The Committee may also, in its discretion, consider shareholders’ informal recommendations of possible nominees. In considering possible candidates for election as a director, the Committee and the other directors will be guided by applicable rules and regulations, any specific criteria established by the Committee and the following criteria:

 

Each candidate should:

 

In addition, the Committee may consider factors such as business and industry experience, publicly held company experience, education, independence, gender, race, national origin, and familiarity with the market area. The board of directors believes that Corporation and its shareholders are best served by having a board of directors that brings a diversity of education, experience, skills, and perspective to board meetings. The board of directors welcomes opportunities to include diverse perspectives, talents, ideas and contributions. Consistent with this philosophy, the board of directors may consider factors and characteristics that are pertinent to diversity, such as race and gender, when evaluating nominees to stand for election or re-election to the board.

 

Shareholder Communication with the Board

 

Shareholders and interested parties may communicate with members of Chemical Financial’s board of directors by sending correspondence addressed to the board as a whole, a specific committee, or a specific board member c/o Joseph Torrence, Senior Vice President, Director of Human Resources, Chemical Financial Corporation, 333 E. Main Street, Midland, Michigan 48640. All correspondence will be forwarded directly to the applicable members of the board of directors.

 

Board Leadership Structure

 

Currently, Chemical Financial’s Chief Executive Officer also serves as Chairman of the board of directors, in conjunction with a Lead Independent Director. The board of directors has determined that this dual structure is appropriate for Chemical Financial due to the size of Chemical Financial relative to other companies. The board of directors also believes it is more efficient and effective to have the Chief Executive Officer also fill the role of Chairman. The board of directors believes this structure is appropriate from a governance perspective due to the extensive regulatory supervision exercised by bank examiners and other regulatory authorities. Chemical Financial has an independent director serving as the chairperson of each significant board committee, and only one member of management serves on Chemical Financial’s board of directors.

 

The duties and responsibilities of the Lead Independent Director include:

 

 

Board’s Role in Risk Oversight

 

Chemical Financial has appointed a Risk Management Committee of the board of directors. The Risk Management Committee is discussed on page 12 of this proxy statement.

 

Independent Registered Public Accounting Firm

 

Appointment of Independent Registered Public Accounting Firm

 

KPMG LLP served as the independent registered public accounting firm for Chemical Financial for the years ended December 31, 2010 and December 31, 2009. The Audit Committee has reappointed KPMG LLP for 2011. In accordance with prior practice, representatives of KPMG LLP are expected to be present at the annual meeting of shareholders on April 18, 2011, and will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

 

Fees

 

A summary of the fees paid and payable to KPMG LLP for each of the two calendar years ended December 31, 2010 are as follows:

 

		2010				2009
Audit Fees(1)		$	878,000			$	765,000
Audit-Related Fees(2)			31,500				13,000
Tax Fees			—				—
All Other Fees(3)			77,000				25,000
Total		$	986,500			$	803,000

 

 

All services provided by the independent registered public accounting firm in 2010 were either within general pre-approved limits established by the Audit Committee or specifically approved by the Audit Committee.

 

Audit Committee Report

 

The Audit Committee oversees the accounting and financial reporting processes on behalf of the board of directors. Management has the primary responsibility for the financial statements and the reporting process, including the application of accounting and financial principles, the preparation, presentation and integrity of the financial statements, the systems of internal controls and other procedures designed to ensure compliance with accounting standards and applicable laws and regulations. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited consolidated financial statements that are included in the 2010 annual report to shareholders with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

 

The independent registered public accounting firm is responsible for expressing an opinion on the consolidated financial statements of Chemical Financial in conformity with U.S. generally accepted accounting principles. The Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed with the Audit Committee by statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1 AU Sec. 380), as adopted by the Public Company Accounting Oversight Board (United States) in Rule 3200T, other standards of the Public Company Accounting Oversight Board, rules of the Securities and Exchange Commission, and other applicable regulations. In addition, the Audit Committee has discussed with the independent registered public accounting firm the auditors’ independence with respect to Chemical Financial, and has received the written disclosures from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence.

 

The Audit Committee also reviewed management’s report on its assessment of the effectiveness of Chemical Financial’s internal control over financial reporting and the independent registered public accounting firm’s report on the effectiveness of Chemical Financial’s internal control over financial reporting.

 

The Audit Committee discussed with Chemical Financial’s internal audit staff and independent registered public accounting firm the overall scope and plans for their respective audits. The Audit Committee meets with the internal audit staff and independent registered public accounting firm, with and without management present, to discuss the results of their examinations, their evaluations of the internal controls, including internal control over financial reporting, and the overall quality of the financial reporting.

 

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the board of directors (and the board approved) that the audited consolidated financial statements and management’s assessment of the effectiveness of Chemical Financial’s internal control over financial reporting be included in Chemical Financial’s Annual Report on Form 10-K for the year ended December 31, 2010 to be filed with the Securities and Exchange Commission.

 

Respectfully Submitted,

 

 

Ownership of Chemical Financial Common Stock

 

Five Percent Shareholders

 

Listed below are the only entities known by the Corporation to have been the beneficial owners of more than 5% of the outstanding shares of Chemical Financial common stock as of December 31, 2010:

 

		Amount and Nature of Beneficial Ownership of Common Stock
		Sole				Shared				Sole				Shared				Total
Name and Address of		Voting				Voting				Dispositive				Dispositive				Beneficial				Percent
Beneficial Owner		Power				Power				Power				Power(2)				Ownership				of Class
Dimensional Fund Advisors LP(4)			1,757,339				—				1,798,523				—				1,798,523				6.5	%
Palisades West, Building One 6300 Bee Cave Road Austin, TX 78746
Chemical Bank(1)(5)			1,456,511				—				1,607,867				111,291				1,719,158				6.2	%
Wealth Management Department 333 E. Main Street Midland, MI 48640
Franklin Advisory Services,			1,407,867				—				1,462,967				—				1,462,967				5.3	%
LLC and Affiliates(6) One Parker Plaza, 9th Floor Fort Lee, NJ 07024
BlackRock, Inc.(7)			1,522,880				—				1,522,880				—				1,522,880				5.5	%
40 East 52nd Street New York, NY 10022

 

Ownership of Chemical Financial Common Stock by Directors and Executive Officers

 

The following table sets forth information concerning the number of shares of Chemical Financial common stock held as of December 31, 2010, by each of Chemical Financial’s directors and nominees for director, each of the named executive officers who are included in the Summary Compensation Table, and all of Chemical Financial’s directors, nominees for director and executive officers as a group.

 

		Amount and Nature of Beneficial Ownership
		of Common Stock(1)
						Shared
		Sole Voting				Voting or				Stock Options								Total
Name of		and Dispositive				Dispositive				Exercisable				Stock				Beneficial				Percent
Beneficial Owner		Power				Power(2)				Within 60 Days				Units(3)				Ownership				of Class
G.E. Anderson			13,053				13,708								1,816				28,577					*
J.D. Bernson							20,903								2,309				23,212					*
N.A. Bowman			2,040												1,387				3,427					*
J.A. Currie			176,849				25,399	(8)							1,387				203,635	(8)				*
J. R. Fitterling															843				843					*
L.A. Gwizdala							14,345				40,332								54,677					*
T.T. Huff			12,832												1,387				14,219					*
K.W. Johnson			4,232								22,250								26,482					*
T.W. Kohn			24,802				8,034				35,325								68,161					*
M.T. Laethem							2,337								4,180				6,517					*
J. B. Meyer			2,158												450				2,608					*
T.F. Moore							14,945								1,387				16,332					*
A.J. Oliver			109,391												1,387				110,778					*
D.B. Ramaker			831				20,346				95,004								116,181					*
G. O. Shearer			3,048												901				3,949					*
L.D. Stauffer							3,643								5,003				8,646					*
W.S. Stavropoulos			13,256				300,000	(9)							1,387				314,643	(9)			1.1	%
J.E. Tomczyk			2,975				1,623				32,126								36,724					*
F.C. Wheatlake							82,294								1,387				83,681					*
All directors and executive officers as a group			370,627				519,432	(10)			259,835				25,211				1,175,105	(10)			4.2	%

 

 

Executive Officers

 

Our executive officers are appointed annually by, and serve at the pleasure of, the board of directors or the Chief Executive Officer. Biographical information for Mr. Ramaker is included above in the “Board of Directors” section of this proxy statement. The following sets forth biographical information concerning our executive officers who are not directors. Except as otherwise indicated, each executive officer has had the same principal occupation and employment during the past five years.

 

Lori A. Gwizdala, age 52, is Executive Vice President, Chief Financial Officer and Treasurer of Chemical. Ms. Gwizdala joined Chemical as Controller on January 1, 1985 and was named Chief Financial Officer in May 1987, Senior Vice President in February 1991, Treasurer in April 1994 and Executive Vice President in January 2002. Ms. Gwizdala served as a director of CFC Financial Services, Inc. and CFC Title Services, Inc. from 1997 until December 31, 2005, and as a director of Chemical Bank West (consolidated into Chemical Bank) from January 2002 until December 31, 2005. Ms. Gwizdala is a certified public accountant. Ms. Gwizdala is a member of the Executive Management Committee of Chemical.

 

Thomas W. Kohn, age 57, was appointed Executive Vice President of Community Banking and Secretary of Chemical in April 2007. Mr. Kohn was Executive Vice President, Community Banking of Chemical Bank from January 1, 2006 until April 2007. Mr. Kohn served as President, Chief Executive Officer and a director of Chemical Bank West (consolidated into Chemical Bank) from January 2002 until December 31, 2005. Mr. Kohn became affiliated with the Company on December 31, 1981 through a bank acquisition and served the Company in various capacities until 1986. Mr. Kohn rejoined the Company in 1991 as President of Chemical Bank Montcalm (consolidated into Chemical Bank West) and served in that position until January 2002. Mr. Kohn is a member of the Executive Management Committee of Chemical.

 

Kenneth W. Johnson, age 48, is Executive Vice President and Director of Bank Operations of Chemical Bank. Mr. Johnson joined Shoreline Bank, a bank subsidiary of Shoreline Financial Corporation (Shoreline), in 1995 as Vice President and North Region Sales Manager. Mr. Johnson became First Vice President and Head of Retail Banking and Operations in 2000. Shoreline merged with Chemical in January 2001. Mr. Johnson became a First Vice President of Branch Administration at Chemical Bank in 2003 and Executive Vice President and Director of Bank Operations in January 2006. Mr. Johnson is a member of the Executive Management Committee of Chemical.

 

John E. Kessler, age 42, is Executive Vice President and Senior Trust Officer of Chemical Bank. Mr. Kessler joined Chemical Bank in 2004 as Senior Vice President to manage Chemical’s southwestern Michigan trust office and served in that position until 2007. In 2007, Mr. Kessler became Executive Vice President and Senior Trust Officer. Mr. Kessler is responsible for Chemical Bank’s Wealth Management Department. Mr. Kessler is a member of the Executive Management Committee of Chemical.

 

Dominic Monastiere, age 63, was appointed Executive Vice President and Chief Risk Management Officer of Chemical Bank effective April 26, 2007. Mr. Monastiere joined Chemical Bank in June 1987 and served as President and a director of Chemical Bank Bay Area (consolidated into Chemical Bank) from August 1, 1987 until December 31, 2000. Mr. Monastiere was a Community Bank President from January 1, 2001 to April 25, 2007. Mr. Monastiere is a member of the Executive Management Committee of Chemical.

 

James E. Tomczyk, age 59, was appointed Executive Vice President and Senior Credit Officer of Chemical Bank effective January 1, 2006. Mr. Tomczyk served as President, Chief Executive Officer and a director of Chemical Bank Shoreline (consolidated into Chemical Bank) from January 2002 until December 31, 2005. Mr. Tomczyk joined Shoreline Bank in February 1999 as Executive Vice President of its Private Banking, Trust and Investment divisions and became Senior Executive Vice President of these divisions in October 2000. Mr. Tomczyk is a member of the Executive Management Committee of Chemical.

 

Executive Compensation

 

Compensation Discussion and Analysis

 

Overview.  The Compensation and Pension Committee (the “Committee”) assists the board of directors in discharging its responsibilities relating to executive compensation and in fulfilling its responsibilities relating to Chemical Financial’s compensation and benefit programs and policies. The Committee administers and makes recommendations with respect to Chemical Financial’s compensation plans and reviews and approves the compensation of executive and senior management. The Committee currently consists of 12 directors, all of whom are independent under NASDAQ Listing Rules. The Committee receives recommendations from Chemical Financial’s Chief Executive Officer regarding the compensation of executive and senior management (other than the Chief Executive Officer).

 

Compensation Philosophy and Objectives.  Chemical Financial’s philosophy is to maximize long-term return to shareholders consistent with its commitments to maintain the safety and soundness of the institution and provide the highest possible level of service at a fair price to the customers and communities that it serves. To do this, the Committee believes Chemical Financial must provide competitive salaries and appropriate incentives to achieve long-term shareholder return. The Corporation’s executive compensation policies are designed to achieve four primary objectives:

 

 

The Committee’s goal is to effectively balance salaries with potential compensation that is performance-based commensurate with an officer’s individual management responsibilities and potential for future contribution to corporate objectives. The portion of total compensation that is based on corporate performance and long-term shareholder return increases as an executive officer’s responsibilities increase.

 

The Committee has considered the potential risks arising from the Corporation’s compensation policies and practices for all employees and does not believe the risks from those compensation policies and practices are reasonably likely to have a material adverse effect on the Corporation.

 

Elements of Compensation

 

Chemical Financial’s executive compensation program has consisted primarily of the following elements: (i) base salary and benefits; (ii) annual cash bonus incentives; (iii) longer-term equity-based incentives in the form of stock options and restricted stock performance units; (iv) participation in the Corporation’s retirement plans; and (v) discretionary bonus as approved by the Board of Directors. All executive and senior management of Chemical Financial are eligible to participate in the same executive compensation plans that are available to the Chief Executive Officer, with the exception of the supplemental pension plan. Each component of compensation is intended to accomplish one or more of the compensation objectives discussed above.

 

Base Salary and Benefits.  To attract and retain officers with exceptional abilities and talent, annual base salaries are set to provide competitive levels of compensation. The Committee determines base salaries by considering a variety of factors, including individual performance and achievements, current compensation, responsibilities within the Corporation, and compensation practices of other peer group bank holding companies. While the Committee considers these factors, it ultimately determines annual base salaries in its judgment based on what it considers to be reasonable and appropriate for the Company.

 

Annual Cash Bonus Incentives.  Annual cash bonus incentives are used to reward executive and senior officers for the Corporation’s overall financial performance, taking into consideration individual performance.

 

Beginning in 2008, the Corporation implemented a formula approach for awarding cash bonuses to named executive officers. For each named executive officer, the Committee set a bonus target as a percentage of salary. For 2010, the bonus targets as a percentage of salary for each of the named executive officers were as follows: Mr. Ramaker — 70%; Ms. Gwizdala — 50%; Mr. Kohn — 50%; Mr. Tomczyk — 40%; and Mr. Johnson — 40%. The Committee may change the bonus targets each year.

 

After determining the bonus target for each named executive officer, the Committee then weighted the amount of the bonus between achievement of financial performance goals by the Corporation and achievement of individual goals. For 2010, the weighting for each of the named executive officers was as follows: Mr. Ramaker — 80% (financial performance goals), 20% (individual goals); Ms. Gwizdala — 70% (financial performance goals), 30% (individual goals); Mr. Kohn — 70% (financial

performance goals), 30% (individual goals); Mr. Tomczyk — 60% (financial performance goals), 40% (individual goals); and Mr. Johnson — 70% (financial performance goals), 30% (individual goals). The Committee at its own discretion may change the weighting between financial performance goals and individual goals each year.

 

The Committee further weighted the bonus amount for achievement of financial performance goals by the Corporation among specified goals. For 2010, the specific goals and weighting were as follows: earnings per common share (40%), deposit growth (20%), amount of actual expenses compared to budget (20%) and level of credit quality (20%). The Committee at its own discretion may change the specific goals and weightings each year.

 

For named executive officers other than the Chief Executive Officer, the Chief Executive Officer recommends the individual goals to the Committee. The Committee reviews, modifies, and approves the recommendations of the Chief Executive Officer. The Committee determines the individual goals for the Chief Executive Officer.

 

The Committee implemented an overall qualifier to the 2010 cash bonus plan. In order for a named executive officer to receive the full amount of the financial performance goals target or individual goals target, the Corporation’s 2010 earnings per common share must equal or exceed the 2010 shareholder cash dividend. If 2010 earnings per common share did not equal or exceed the 2010 shareholder cash dividend, the named executive’s earned bonus would be reduced by 50%. In 2010, earnings per share of $0.88 exceeded 2010 shareholder cash dividends of $0.80 per share.

 

If all of the financial performance goals were met and a named executive officer met all of his or her individual goals, then the named executive officer is paid the full amount of his or her bonus target. If some, but not all, of the financial performance goals or individual goals are met and the 2010 earnings per common share equaled or exceeded the 2010 shareholder cash dividend per share, then the named executive officer’s bonus amount is reduced by the weighting given each goal. For example, using 2010 weightings, if the deposit growth goal was not met, then the amount of each named executive officer’s bonus weighted to achievement of financial performance goals would have been reduced by 20%. If none of the financial performance goals were met and a named executive officer did not meet his or her individual goals, then the named executive officer is not paid a bonus. The Committee may also reduce each named executive officer’s bonus amount based on other factors it considers relevant.

 

The 2009 annual cash bonus incentive program did not result in a bonus paid in 2010 to the named executive officers because of limited achievement of financial performance goals and continued economic difficulties in the Corporation’s market areas. The 2010 annual cash bonus incentive program awards that were paid in 2011 to the named executive officers were based on the Corporation achieving substantially all of its financial performance goals in 2010 and each named executive officer achieving substantially all of his or her individual performance goals. Annual cash bonus incentives are included in the Summary Compensation Table in the column “Non-Equity Incentive Plan Compensation.”

 

Longer-Term Equity-Based Incentives.  A portion of potential career compensation is also linked to corporate performance through equity-based compensation awards, including stock options and restricted stock performance units. Other forms of equity-based compensation may be awarded by the Committee. Awards under Chemical Financial’s equity-based compensation plan are designed to:

 

 

The Committee believes that stock ownership by management has been demonstrated to be beneficial to shareholders and stock options have been granted by Chemical Financial to executive officers pursuant to various plans for many years. The Committee administers all aspects of these plans and also has authority to determine the individuals to whom and the terms upon which equity-based compensation awards are granted.

 

Beginning in 2008, the Corporation implemented a formula approach for awarding equity-based compensation. For each named executive officer, the Committee set a target for equity-based compensation based on a percentage of base salary. For 2010, the targets as a percentage of base salary for each named executive officer were as follows: Mr. Ramaker — 100%; Ms. Gwizdala — 70%; Mr. Kohn — 70%; Mr. Tomczyk — 60%; and Mr. Johnson — 50%. The targets set by the Committee are calculated using the market value of the Corporation’s common stock.

 

After determining the equity-based compensation target for each named executive officer, the Committee then allocated the total target amount between stock options and restricted stock performance units. For 2010, the allocation for each named

executive officer was as follows: Mr. Ramaker — 40% (stock options), 60% (restricted stock performance units); Ms. Gwizdala — 50% (stock options), 50% (restricted stock performance units); Mr. Kohn — 50% (stock options), 50% (restricted stock performance units); Mr. Tomczyk — 60% (stock options), 40% (restricted stock performance units); and Mr. Johnson — 60% (stock options), 40% (restricted stock performance units). The Compensation and Pension Committee considers each officer’s position and its attendant duties, responsibilities and authority when setting the target equity compensation value and mix of awards for each named executive officer.

 

The variable used to determine the amount of stock options and restricted stock performance units awarded is the market price of one share of Chemical Financial common stock on the date of the award. For example, assume the following: (i) the market price of one share of Chemical Financial common stock was $23 on the date that the options and restricted stock performance units were awarded to a named executive officer, (ii) the named executive officer’s base salary was $200,000 annually, (iii) the Committee set a target of 70% of base salary for the named executive officer, and (iv) the named executive officer’s allocation was 50% (stock options) and 50% (restricted stock performance units). The named executive officer would have been awarded approximately 3,000 stock options and 3,000 restricted stock performance units.

 

In 2010, the Committee granted awards of stock options to purchase 19,863 shares to the named executive officers. The Committee has no policy as to timing of awards of stock options. All stock option awards have been made at the market value of Chemical Financial’s common stock on the date of grant. Stock options are generally granted for a term of 10 years. All stock options permit the exercise price to be paid by delivery of cash, and the Committee has also approved the payment of the exercise price by surrendering shares of common stock. The stock options granted in 2010 vest in one-third increments on each anniversary date of the award over the first three years of the option term. Vesting of stock options may be accelerated upon certain events, including a change in control of the Corporation.

 

In 2010, the Committee granted 21,318 restricted stock performance units to the named executive officers. The restricted stock performance units vest at December 31, 2012 if any of the predetermined targeted earnings per common share levels are achieved in 2012. The restricted stock performance units vest from 0.5x to 1.5x the number of units originally granted depending on which, if any, of the predetermined targeted earnings per common share levels are met in 2012. Upon vesting, the restricted stock performance units will be converted to shares of the Corporation’s common stock on a one-to-one basis. However, if the minimum earnings per common share performance level is not achieved in 2012, no shares will be issued.

 

In 2009, the Compensation and Pension Committee granted restricted stock performance units that will vest at December 31, 2011 if any of the predetermined targeted earnings per common share levels are achieved in 2011. The Compensation and Pension Committee established the target level of earnings per share for 2009 during a time of historic uncertainty for the financial industry and the markets that we serve. The Compensation and Pension Committee reviewed the 2009 awards in 2010 and determined that the probability of achieving the targeted earnings per share was too remote for the awards to provide any meaningful incentive for our executive officers. Accordingly, the Compensation and Pension Committee revised the targeted levels of earnings per share by reducing them to a more realistic level based on more recent economic and industry data.

 

Retirement Plans.  Chemical Financial has a qualified pension plan (“Pension Plan”) that covers certain employees, a 401(k) savings plan that covers all employees and a supplemental pension plan currently covering only one active employee, the Chief Executive Officer. The Committee believes that Chemical’s retirement plans encourage long-term commitment by the Corporation’s officers and assist Chemical Financial in attracting and retaining talented executives.

 

Discretionary Bonus.  In 2010, the Board of Directors approved a discretionary award to the named executive officers, paid in the form of cash and shares of the Company’s common stock. The purpose of this discretionary award was to recognize the substantial contributions of our executive team in completing the acquisition of O.A.K. Financial Corporation. The aggregate value of the cash and stock granted to the named executive officers was as follows: Mr. Ramaker — $50,000; Ms. Gwizdala - $30,000; Mr. Kohn — $15,000; Mr. Tomczyk — $25,000; Mr. Johnson — $20,000. Each award was paid primarily in the form of the Company’s common stock. The cash component of each award was designed to approximate the amount of taxes that would be required to be withheld on the total value of the award for each named executive officer. The cash portion of the discretionary award is included in the Summary Compensation Table in the “Bonus” column and the share component of the award is included in the “Stock Awards” column.

 

Common Stock Ownership Guidelines

 

In December 2008, the Committee implemented stock ownership guidelines that set forth the expected investment in shares of Chemical Financial common stock for, among others, the named executive officers. Expected ownership is expressed as a percentage of the named executive officer’s base salary as determined from time to time. The expected ownership for the named executive officers is as follows: Mr. Ramaker — 300%; Ms. Gwizdala — 100%; Mr. Kohn — 100%; Mr. Tomczyk — 100%; and Mr. Johnson — 100%. Stock ownership is determined in the same manner as beneficial ownership is determined

under the rules of the SEC. Other than Mr. Ramaker, each named executive officer is allowed three years from the date the guidelines first became applicable to him or her to achieve the expected stock ownership. Mr. Ramaker is allowed five years from the date the guidelines first became applicable to him to achieve the expected stock ownership.

 

Impact of Accounting and Tax Treatment on Compensation.  All stock options granted by Chemical Financial under plans not associated with acquisitions of other companies during the last decade have been nonstatutory stock options, such that the Corporation receives a tax deduction for income deemed to be received by officers upon exercise of such options.

 

Section 162(m) of the Internal Revenue Code places a limit on the deductibility for federal income tax purposes of the compensation paid to the named executive officers set forth in the Summary Compensation Table who were employed by Chemical Financial on the last day of its taxable year. Under Section 162(m), compensation paid to such persons in excess of $1 million in a taxable year is not generally deductible. However, compensation that qualifies as “performance-based” as determined under Section 162(m) does not count against the $1 million limitation. One of the requirements of “performance-based” compensation for purposes of Section 162(m) is that the material terms of the performance goal under which compensation may be paid be disclosed to and approved by Chemical Financial’s shareholders. For purposes of Section 162(m) the material terms include: (a) the employees eligible to receive compensation; (b) a description of the business criteria on which the performance goal is based; and (c) the maximum amount of compensation that can be paid to an employee under the performance goal. The Chemical Financial Corporation Stock Incentive Plan of 2006 satisfies the requirements of Section 162(m) of the Code. Due to the relatively conservative amount of annual compensation, Chemical Financial believes its compensation policies reflect due consideration of Section 162(m).

 

Summary Compensation Table

 

The following table shows information concerning the compensation earned from Chemical Financial or its subsidiaries during the three years ended December 31, 2010, by the Chief Executive Officer, the Chief Financial Officer and each of Chemical Financial’s three most highly compensated executive officers who served in positions other than Chief Executive Officer or Chief Financial Officer at December 31, 2010 (the “named executive officers”). The positions listed in the table are those in which the applicable officer served at December 31, 2010.

																										Change in
																										Pension
																										Value and
																										Nonqualified
																						Non-Equity				Deferred
Name and														Stock				Option				Incentive Plan				Compensation				All Other
Principal Position		Year				Salary(1)				Bonus(2)				Awards(3)(4)				Awards(5)				Compensation(6)				Earnings(7)				Compensation(8)				Total
David B. Ramaker			2010			$	419,450			$	15,413			$	289,345			$	52,242			$	251,245			$	249,000			$	5,803			$	1,282,498
Chairman, President and			2009				419,450												51,351				—				203,000				5,383				679,184
Chief Executive Officer of			2008				382,217												38,969				30,150				131,000				4,849				587,185
the Corporation
Lori A. Gwizdala			2010			$	254,650			$	9,243			$	110,967			$	27,747			$	111,217			$	157,000			$	4,986			$	675,810
Executive Vice President,			2009				254,650												27,274				—				124,000				5,383				411,307
Chief Financial Officer and			2008				231,750												20,675				24,150				76,000				4,583				357,158
Treasurer of the Corporation
Thomas W. Kohn			2010			$	247,724			$	4,712			$	98,039			$	26,989			$	93,335			$	183,000			$	5,283			$	659,082
Executive Vice President of			2009				247,724												26,531				—				146,000				5,283				425,538
Community Banking and			2008				206,807												18,450				17,150				86,000				4,619				333,026
Secretary of the Corporation
James E. Tomczyk			2010			$	225,504			$	7,718			$	72,047			$	25,268			$	79,144			$	16,000			$	14,424			$	440,105
Executive Vice President			2009				225,504												24,839				—				12,000				14,424				276,767
and Senior Credit Officer of			2008				195,637												17,950				21,150				6,000				12,641				253,378
Chemical Bank
Kenneth W. Johnson			2010			$	211,060			$	6,170			$	56,550			$	19,706			$	73,734			$	13,000			$	12,970			$	393,190
Executive Vice President and			2009				211,060												19,374				—				9,000				12,970				252,404
Director of Bank Operations of			2008				183,385												14,025				22,150				3,000				11,318				233,878
Chemical Bank

 

 

 

 

Equity-Based Awards and Values

 

Named executive officers were granted equity-based compensation awards during 2010. The following table provides information concerning stock options, restricted stock performance units and stock awards granted during 2010.

 

																														All Other				All Other
																														Stock				Option
																														Awards:				Awards:								Grant
						Estimated Future Payouts												Estimated Future Payouts												Number of				Number of				Exercise or				Date Fair
						Under Non-Equity Incentive												Under Equity Incentive												Shares of				Securities				Base Price				Value of
						Plan Awards												Plan Awards(1)												Stock or				Underlying				of Option				Stock and
						Threshold				Target				Maximum				Threshold				Target				Maximum				Units				Options				Awards				Option
Name		Grant Date				($)				($)				($)				(#)				(#)				(#)				(#)				(#)				($/Share)				Awards(2)
David B. Ramaker			3/25/10																																6,829			$	24.56			$	52,242
			3/25/10	(3)															5,121				10,243				15,364																115,080
			3/25/10	(4)															5,961				11,923				17,884																139,678
			7/28/10	(5)																											1,523												34,587
Lori A. Gwizdala			3/25/10																																3,627				24.56				27,747
			3/25/10	(3)															1,813				3,627				5,440																40,749
			3/25/10	(4)															2,111				4,222				6,333																49,461
			7/28/10	(5)																											914												20,757
Thomas W. Kohn			3/25/10																																3,528				24.56				26,989
			3/25/10	(3)															1,764				3,528				5,292																39,637
			3/25/10	(4)															2,053				4,107				6,160																48,114
			7/28/10	(5)																											453												10,288
James E. Tomczyk			3/25/10																																3,303				24.56				25,268
			3/25/10	(3)															1,101				2,202				3,303																24,739
			3/25/10	(4)															1,281				2,563				3,844																30,026
			7/28/10	(5)																											761												17,282
Kenneth W. Johnson			3/25/10																																2,576				24.56				19,706
			3/25/10	(3)															859				1,718				2,577																19,302
			3/25/10	(4)															999				1,999				2,998																23,418
			7/28/10	(5)																											609												13,830

 

 

Outstanding Equity Awards at Fiscal Year-End

 

The following table provides information concerning options outstanding, exercisable and unexercisable, and restricted stock performance units outstanding that have not vested for each named executive officer as of December 31, 2010:

		Option Awards																								Stock Awards
																																		Equity				Equity
										Equity																								Incentive				Incentive
										Incentive																								Plan Awards:				Plan Awards:
										Plan																								Number of				Market
										Awards:																				Market				Unearned				or Payout
		Number of				Number of				Number of																Number of				Value of				Shares,				Value of
		Securities				Securities				Securities																Shares or				Shares or				Units or				Unearned
		Underlying				Underlying				Underlying																Units of				Units of				Other				Shares, Units or
		Unexercised				Unexercised				Unexercised				Option				Option				Option				Stock That				Stock That				Rights				Other Rights
		Options				Options				Unearned				Grant				Exercise				Expiration				Have Not				Have Not				That Have				That Have
Name		Exercisable				Unexercisable(1)				Options				Date				Price				Date				Vested				Vested				Not Vested(2)				Not Vested(3)
David B. Ramaker			2,422												10/15/01			$	23.63				10/15/11
			5,512												12/09/02				27.78				12/09/12
			8,400												12/12/03				35.67				12/12/13
			15,750												12/13/04				39.69				12/13/14
			20,000												12/20/05				32.28				12/20/15
			36,115												07/20/07				24.78				07/20/17
			4,156				2,079	(a)							02/25/08				24.52				02/25/18
			2,649				5,300	(b)							04/28/09				21.10				04/28/19												5,961			$	132,036
							6,829	(c)							03/25/10				24.56				03/26/20												5,121				113,430
Lori A. Gwizdala			4,725												12/12/03			$	35.67				12/12/13
			8,400												12/13/04				39.69				12/13/14
			9,000												12/20/05				32.28				12/20/15
			14,595												07/20/07				24.78				07/20/17
			2,205				1,103	(d)							02/25/08				24.52				02/25/18
			1,407				2,815	(e)							04/28/09				21.10				04/28/19												2,111			$	46,759
							3,627	(f)							03/25/10				24.56				03/26/20												1,813				40,158
Thomas W. Kohn			2,756												12/09/02			$	27.78				12/09/12
			2,887												12/12/03				35.67				12/12/13
			5,250												12/13/04				39.69				12/13/14
			6,500												12/20/05				32.28				12/20/15
			14,595												07/20/07				24.78				07/20/17
			1,968				984	(g)							02/25/08				24.52				02/25/18
			1,369				2,738	(h)							04/28/09				21.10				04/28/19												2,053			$	45,474
							3,528	(i)							03/25/10				24.56				03/26/20												1,764				39,073
James E. Tomczyk			1,389												10/15/01			$	23.63				10/15/11
			2,756												12/09/02				27.78				12/09/12
			2,887												12/12/03				35.67				12/12/13
			5,250												12/13/04				39.69				12/13/14
			6,500												12/20/05				32.28				12/20/15
			10,149												07/20/07				24.78				07/20/17
			1,914				958	(j)							02/25/08				24.52				02/25/18
			1,281				2,564	(k)							04/28/09				21.10				04/28/19												1,281			$	28,374
							3,303	(l)							03/25/10				24.56				03/26/20												1,101				24,387
Kenneth W. Johnson			1,157												10/15/01			$	23.63				10/15/11
			1,653												12/09/02				27.78				12/09/12
			1,837												12/12/03				35.67				12/12/13
			3,150												12/13/04				39.69				12/13/14
			3,500												12/20/05				32.28				12/20/15
			8,458												07/20/07				24.78				07/20/17
			1,496				748	(m)							02/25/08				24.52				02/25/18
			999				2,000	(n)							04/28/09				21.10				04/28/19												999			$	22,128
							2,576	(o)							03/25/10				24.56				03/26/20												859				19,027