BY ORDER OF THE BOARD OF DIRECTORS |
| |
| /s/ Stephen W. Haley |
| |
/s/ Mark K. Olson | Stephen W. Haley
|
Mark K. Olson | |
Corporate Secretary | |
Dated: May 21, 2021
YOUR VOTE IS IMPORTANT.
TO INSURE YOUR VOTE IS REPRESENTED, YOU ARE
URGED TO COMPLETE, SIGN, DATE AND PROMPTLY
RETURN YOUR PROXY.
PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 16, 2022
FARMERS & MERCHANTS BANCORP
111 West Pine Street, Lodi, CA 95240General Information
ThisThe Board of Directors (the “Board of Directors” or “Board”) is providing you with these proxy statement is furnishedmaterials in connection with its solicitation of proxies to the stockholdersbe voted at our 2022 Annual Meeting of Shareholders (the “Annual Meeting”) to be held virtually on May 16, 2022, at 4:00 p.m., Pacific Daylight Time. In this Proxy Statement, Farmers & Merchants Bancorp may also be referred to as “we,” “our” or “the Company.” The Notice of Annual Meeting, Proxy Statement, and a proxy or voting instruction card (the “Company”“Proxy Card”) in connection, together with our Annual Report on Form 10-K for the solicitation of proxies by the Board of Directors of the Company to be used in voting at the virtual annual meeting of stockholders to be held on June 30,fiscal year ended December 31, 2021 at 4:00 p.m.(the “2021 Annual Report”), and at any adjournment or postponement thereof. All expenses incidental to the preparation and mailing, or otherwise making available to all stockholders of the notice, proxy statement and form of proxy will be paid by the Company. This proxy statement and the enclosed proxy are being mailed to the Company’s stockholdersstarting on or about May 21, 2021.April 8, 2022.
For information on howItems of Business
The Board is asking you to vote your shares, see the instructions included on the enclosed proxy card and under “Information About Voting andfollowing items at the Annual Meeting.”Meeting:
II -No. | INFORMATION ABOUT VOTING AND THE ANNUAL VIRTUAL MEETINGProposal |
1. | Elect seven (7) director nominees named in this proxy statement each for a term of one year. |
Voting Rights andWho Can Vote Required
Only stockholdersshareholders of record at the close of business on May 11, 2021March 22, 2022 (the “record date”“Record Date”), will be entitled to vote on-lineonline at the virtual meeting or by proxy. On the record date,Record Date, there were 789,646785,146 shares of common stock outstanding and entitled to vote. Holders of common stock of the Company are entitled to one vote for each share held. However, with respect to the election of Directors, each stockholdershareholder may be eligible to exercise cumulative voting rights.
Notice and Access (Electronic Proxy)
Farmers & Merchants Bancorp offers electronic access in lieu of mail delivery of our Annual Report and Proxy Statement. Should you want to discontinue receiving a paper copy of our Annual Report and Proxy Statement, please sign up at www.envisionreports.com/FMCB. You may rescind electronic access at any time.
InIf you make this election, shortly before each annual meeting you will receive a proxy card, along with voting instructions and the
election of Directors, the 7 nominees receiving the highest number of votes will be elected. Abstentions will not count as votes in favor of the election of Directors.web address where you can access that year’s annual report and proxy statement.If you have any questions regarding electronic access, please call Mark K. Olson, Corporate Secretary, at (209) 367-2485.
Voting of Proxies
The shares represented by all properly executed proxies received in time for the virtual meeting will be voted in accordance with the stockholders’shareholders’ choices specified therein; provided, however, that where no choices have been specified, the shares will be voted “FOR”therein.
Voting Requirements
In the election of Directors, the 7seven (7) director nominees for Director recommended byreceiving the most affirmative votes will be elected to the Board of Directors. Abstentions and broker non-votes will have no effect on the election of Directors. For each matter other than the election of Directors, the affirmative vote of a majority of the shares represented at the Annual Meeting and entitled to vote on the matter shall be the act of the shareholders and, therefore, abstentions as to a particular proposal will have the same effect as a vote against that proposal and broker non-votes will have no effect on the vote.
A stockholder usingNumber of Shares Required to be Present to Hold the enclosed proxy may revoke the authority conferred by the proxy at any time before it is exercised (i.e., before the vote pursuant to that proxy) by delivering written notice of revocation or a duly executed proxy bearing a later date to the Secretary of the Company, or by voting on-line during the virtual meeting.Meeting
A majority of the shares entitled to vote represented either on-lineonline during the virtual meeting or by properly executed proxies, will constitute a quorum at the virtual meeting. Abstentions and broker “non-votes” are each included in the determination of the number of shares present and voting for purposes of determining the presence of a quorum. A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.
Security Ownership of Certain Beneficial Owners and Management
ToIf a quorum is not present at the knowledgescheduled time of the Company, asMeeting, the chair of the record date, no personMeeting or entity was the beneficial ownerholders of more than five percent (5%) of the outstanding shares of the Company’s common stock except as set forth in the following tables. For the purpose of this disclosure and the disclosure of ownership shares by management, shares are considered to be “beneficially” owned if the person has or shares the power to vote or direct the votinga majority of the shares of voting common stock entitled to vote who are represented either on-line during the powervirtual meeting or by proxy, may adjourn the Meeting to dispose ofanother date, place or direct the dispositiontime. The time and place of the shares, oradjourned Meeting will be announced at the righttime the adjournment is taken. An adjournment will have no effect on the business that may be conducted at the Meeting.
How to acquire beneficial ownership (as so defined) within 60 days of the record date.
Title of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class |
| |
| | |
Common Stock | | Cortopassi Family Trust | 50,650 | 6.41% |
| | and Cortopassi Partners | | |
| | 11292 N. Alpine Road | | |
| | Stockton, CA 95212 | | |
| | | | |
Common Stock | | Sheila M. Wishek (1) | 40,150 | 5.08% |
| | 111 West Pine Street | | |
| | Lodi, CA, 95240 | | |
Vote Your Shares
(1)
| 1. | Mail shouldYou can vote your proxy by mail. If you properly complete, sign and return the proxy card, it will be sentvoted in accordance with your instructions.
|
| 2. | You can vote your proxy by telephone. If you are a registered shareholder, that is, if your shares are held in your own name, you can vote by telephone by following the instructions included on the proxy card. If you vote by telephone, you do not have to this individual atmail in your proxy card. If your shares are held through a bank, broker or other nominee, check your proxy card to see if you can vote by telephone. |
| 3. | You can vote your proxy via the Company’s address marked “c/o Stockholder Relations.”internet. If you are a registered shareholder, you can vote via the internet by following the instructions included on the proxy card. If your shares are held through a bank, broker or other nominee, check your proxy card to see if you can also vote via the internet. |
A complete list of stockholders entitled to vote will be available for inspection by stockholders of record at the office of the Secretary of the Company at 111 West Pine Street, Lodi, CA for the ten days prior to the meeting.
The following table shows, as of the record date, the number of common shares and the percentage of the total shares of common stock of the Company beneficially owned by each of the current Directors, by each of the nominees for election to the office of Director, by the Named Executive Officers and by all Directors and Named Executive Officers of the Company and of the Bank as a group.
Name and Address of Beneficial Owner (1) | Amount of Common Stock Owned and Nature of Beneficial Ownership (2) | Percent of Class |
| | | |
Edward Corum, Jr. | 2,012 | | * |
Stephen W. Haley | 4,809 | | * |
Deborah E. Skinner | 4,319 | | * |
Stephenson K. Green | 607 | | * |
Terrence A. Young | 462 | | * |
Kevin Sanguinetti | 7,624 | | * |
Kenneth W. Smith | 3,641 | | * |
Kent A. Steinwert | 31,120 | | 3.94% |
David M. Zitterow | 641 | | * |
Jay J. Colombini | 4,871 | | * |
Calvin (Kelly) Suess | 3,551 | | * |
Gary J. Long | 1,740 | | * |
Ryan J. Misasi | 1,969 | | * |
| | | |
All Directors, Nominees and Named Executive Officers as a group (13 persons) | 67,366 | | 8.53% |
*
| 4. | Indicates less than 1%.
|
(1) | Mail should be sent to these individuals atYou can vote online during the Company’s address marked “c/o Stockholder Relations.”
|
(2) | SharesMeeting. If you are beneficially owned, directly and indirectly, together with spouses, and, unless otherwise indicated, holders share voting power with their spouses. None ofa registered shareholder, you can vote online during the Meeting. If your shares are pledged.held through a bank, broker or other nominee and you wish to vote your shares online during the Meeting, you will need to obtain a legal proxy from the holder of your shares indicating that you were the beneficial owner of those shares on the Record Date for the Meeting, and that you are authorized to vote such shares. You are encouraged to vote by proxy prior to the Meeting even if you plan to attend the Meeting.
|
Notice Regarding Electronic Access of Stockholder Meeting Documents
Farmers & Merchants Bancorp is now offering electronic access in lieu of mail delivery of our annual report and proxy statement. Should you want to discontinue receiving a paper copy of our Annual Report andRevoking Your Proxy Statement, please sign up at www.envisionreports.com/FMCB. You may rescind electronic access at any time.
If you makeare a registered shareholder, you can revoke your proxy and change your vote at any time before the polls close at the Annual Meeting by:
| ◾ | submitting another proxy with a later date; |
| ◾ | giving written notice of the revocation of your proxy to the Company’s Corporate Secretary prior to the Meeting; or |
| ◾ | voting during the Meeting. Your proxy will not be automatically revoked by your attendance at the Meeting; you must actually vote during the Meeting to revoke a prior proxy. |
If your shares are held in street name, you should follow the instructions provided by your bank, broker or other holder of record to be able to participate in the Meeting.
Confidential Voting
We have a confidential voting policy to protect the privacy of our shareholders’ votes. Under this election, shortly before each annual meeting you will receive apolicy, ballots, proxy card, along withcards and voting instructions returned to banks, brokers and other nominees are kept confidential. Only the proxy tabulator and the web address where you canInspector of Election have access that year’s annual reportto the ballots, proxy cards and proxy statement.voting instructions.
Proxy Solicitation Costs
If you haveWe will pay the costs of soliciting proxies, and we will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of the Company’s voting common stock. In addition, our Directors, officers or employees may solicit proxies for us in person or by telephone, facsimile, internet or other electronic means for which they will not receive any questions regarding electronic access, please call Steve Haley at (209) 367-2411.compensation other than their regular compensation as Directors, officers and employees.
III - | ITEMS TO BE VOTED ON |
Proposal #1 – Election of Directors
The Board of Directors recommendshas appointed an officer of the Bank to act as Inspector of Election at the Annual Meeting and Computershare to tabulate the votes cast.
Director Nominees Unable to Stand for Election
If a Director nominee is unable to stand for election, the Board of Directors may either reduce the number of Directors to be elected or select a substitute Director nominee. If a substitute Director nominee is selected, the persons named in the proxy will vote your shares for the substitute Director nominee unless you have withheld authority to vote for eachthe Director nominee replaced.
Voting Results of the nominees listed below.Meeting
We will announce preliminary voting results at the Annual Meeting and subsequently publish the results of the votes, including the name of each Director elected at the meeting, as well as a brief description of each matter voted upon, in a Current Report on Form 8-K to be filed with the SEC within four business days after the date of the Annual Meeting (on or before May 20, 2022). You may view this Current Report on Form 8-K, when available, on the Internet through the SEC’s website at www.sec.gov or through our website at www.fmbonline.com.
Multiple Proxy Cards
If you receive multiple Proxy Cards, your shares are probably registered differently or are in more than one account. Vote all Proxy Cards received to ensure that all your shares are voted. Unless you need multiple accounts for specific purposes, we recommend that you consolidate as many of your accounts as possible under the same name and address. If the shares are registered in your name, contact our transfer agent, Computershare, (888)835-2829; otherwise, contact your bank, broker or other nominee.
Board of Directors Voting Recommendations
The voting recommendations from the Board of Directors are as follows:
No. | Proposal | Board Recommendation |
1. | Elect seven (7) director nominees named in this proxy statement each for a term of one year. | FOR |
ANNUAL MEETING BUSINESS MATTERS
PROPOSAL NO. 1—ELECTION OF DIRECTORS
At this year’s virtual annual meeting, it will be proposed to elect seven (7) Directorsdirectors of the Company, each to hold office until the next annual meeting and until their successors shall be elected and qualified. It is the intention of the proxy holders named in the enclosed proxy to vote such proxies (except those containing contrary instructions) for the seven (7) nominees named below.
The following table sets forth the names of each of the nominees for election as a Director, their age, their principal occupation for the past five years and the period during which they have served as a Director of the Company (or the Bank).
| Name | Age | | Principal Occupation | Director Since |
| Edward Corum, Jr. | 69 | | Managing General Partner, Corum Real Estate | 2003 |
| Stephenson K. Green | 75 | | Retired Banker and Business Consultant | 2018 |
| Gary J. Long | 68 | | Owner, Gary J. Long Jewelers | 2014 |
| Kevin Sanguinetti | 63 | | Retired President, 1st American Title Company - Stockton | 2001 |
| Kent A. Steinwert | 68 | | Chairman, President & C.E.O. of the Company and Bank | 1998 |
| Calvin (Kelly) Suess | 85 | | Chairman of the Board of ShellPro | 1990 |
| Terrence A. Young | 68 | | Retired Banker and Human Resources Executive | 2018 |
Name | Age | Principal Occupation | Director Since |
Kent A. Steinwert | 69 | Chairman, President & Chief Executive Officer | 1998 |
Calvin (Kelly) Suess | 86 | Chairman of the Board of ShellPro | 1990 |
Kevin Sanguinetti | 64 | Retired President, 1st American Title Company - Stockton | 2001 |
Edward Corum, Jr. | 70 | Managing General Partner, Corum Real Estate | 2003 |
Gary J. Long | 69 | Owner, Gary J. Long Jewelers | 2014 |
Stephenson K. Green | 76 | Retired Banker and Business Consultant | 2018 |
Terrence A. Young | 69 | Retired Banker and Human Resources Executive | 2018 |
THE BOARD OF DIRECTORS RECOMMENDS A
The Board of Directors unanimously recommends a vote “FOR” each of the nominees.
VOTE FOR THE NOMINEESKent A. Steinwert
Director since 1998
LISTED ABOVE
Directors are nominated based upon their business experience, knowledgeChairman of the Company’s key marketsBoard of Directors; Chief Executive Officer; Chairman of Nominating Committee; Member of Asset and business segments, community involvementLiability Committee and commitment to serving the interests of all stockholders:Loan Committee
Mr. YoungSteinwert has served as a directorDirector for 23 years, and has 47 years of business, agriculture, real estate and consumer banking experience.
Calvin (Kelly) Suess
Director since 1990
Chairman of the CRA Committee; Member of the Nominating Committee, Asset and Liability Committee, and Budget & Finance Committee
Mr. Suess has served as a Director for 31 years, lives and is actively involved in the Lodi market area, and provides agricultural production and processing expertise to the Board.
Kevin Sanguinetti
Director since 2001
Chairman of the Audit Committee; Member of the Budget & Finance Committee and Personnel Committee
Mr. Sanguinetti has served as a Director for 20 years, is actively involved in the Stockton market area, and provides real estate and financial expertise to the Board.
Edward Corum, Jr.
Director since 2003
Chairman of the Personnel Committee; Member of the Nominating Committee, Audit Committee, and Loan Committee
Mr. Corum has served as a Director for 18 years, lives and is actively involved in the Sacramento market area, and provides real estate and financial expertise to the Board.
Gary J. Long
Director since 2014
Member of the Nominating Committee, Asset and Liability Committee, Budget & Finance Committee, and CRA Committee
Mr. Long has served as a Director for seven years, lives and is actively involved in the Stockton market area, and provides small business expertise to the Board.
Stephenson K. Green
Director since 2018
Member of the Audit Committee, CRA Committee, and Personnel Committee
Mr. Green has served as a Director since March 2018. Prior to his retirement in 2012, Mr. Green worked for 40 years in the commercial banking industry in California. He lives and is actively involved in the Sacramento market area, and provides business banking and credit management expertise to the Board.
Terrence A. Young
Director since 2018
Member of the Budget & Finance Committee and CRA Committee
Mr. Young has served as a Director since March 2018. Prior to his retirement in 2017, Mr. Young served for 45 years in various human resources, operations and audit roles within the commercial banking industry. He lives and is actively involved in the Sacramento market area, and provides financial controls and human resources expertise to the Board.
Mr. Corum has served as a director for seventeen years, lives and is actively involved in the Sacramento market area, and provides real estate and financial expertise to the Board.
Mr. Green has served as a director since March 2018. Prior to his retirement in 2012, Mr. Green worked for 40 years in the commercial banking industry in California. He lives and is actively involved in the Sacramento market area, and provides business banking and credit management expertise to the Board.
Mr. Sanguinetti has served as a director for nineteen years, is actively involved in the Stockton market area, and provides real estate and financial expertise to the Board.
Mr. Steinwert has served as a director for twenty-two years, and has forty-five years of business, agriculture, real estate and consumer banking experience.
Mr. Suess has served as a director for thirty years, lives and is actively involved in the Lodi market area, and provides agricultural production and processing expertise to the Board.
Mr. Long has served as a director for seven years, lives and is actively involved in the Stockton market area, and provides small business expertise to the Board.
All nominees are considered to be “independent” as such term is defined by Nasdaq’s current listing rules with the exception of Mr. Steinwert who is currently an employee of the Company. Each of the nominees has been selected by the Nominating Committee.
None of the Directors were selected pursuant to arrangements or understandings other than with the Directors and stockholdersshareholders of the Company acting within their capacity as such. There are no family relationships among the Directors and executive officers, and none of the Directors serves as a Director of any company which has a class of securities registered under, or subject to periodic reporting requirements of, the Securities Exchange Act of 1934, as amended, or any company registered as an investment company under the Investment Company Act of 1940.
The Nominating Committee of the Board of Directors follows the Bank’s policy regarding diversity in identifying new directorDirector candidates. The Committee looks to establish diversity on the Board through a number of demographics, experiences, skills and viewpoints, all with a view to identifying candidates that can assist the Board with its decision making. The Committee believes that the current Board of Directors reflects diversity on a number of these factors.
The Board does not anticipate that any of the nominees will be unable to serve as a Director of the Company, but if that should occur before the meeting, the Board of Directors reserve the right to substitute as nominee another person of their choice in the place and stead of any nominee unable so to serve. Proxy holders would vote to approve the election of such substitute nominee. The proxy holders reserve the right to cumulate votes for the election of Directors and cast all of such votes for any one or more of the nominees, to the exclusion of the others, and in such order of preference as the proxy holders may determine in their discretion, based upon the recommendation of the Board of Directors.
IV – | DIRECTOR AND EXECUTIVE COMPENSATION |
CORPORATE GOVERNANCECode of Ethics
The Company has adopted a Code of Conduct. A copy of the Code of Conduct is posted on the Company’s website at http://www.fmbonline.com . The Company intends to disclose promptly on its website any amendment to, or waiver from any provision of, the Code of Conduct applicable to Executive Officers and Directors.
Director Independence
The Company follows Rule 5605(a)(2) of Nasdaq’s current listing rules to determine whether a Director Compensationis independent. With the exception of Mr. Steinwert who is currently an employee of the Company, all nominees are considered to be “independent.”
OutsideBoard of Directors Meetings
The Company’s principal asset is its wholly-owned subsidiary, Farmers & Merchants Bank of Central California (the “Bank”). With the exception of Mr. Young, the Directors of the Company are also Directors of the Bank. During 2018, pursuant to the Company’s acquisition agreement with Bank of Rio Vista, the Bank added one former Bank of Rio Vista Director to the Bank’s Board of Directors, Craig W. James, who is not a Company Director.
During the calendar year ended December 31, 2021, the Board of Directors of the Company and the Board of Directors of the Bank met thirteen (13) times. In addition, as required, the Board holds telephonic meetings to address issues between monthly meetings. Each incumbent Director attended more than 75% of the meetings of the Board of Directors and the committees to which they were named. The Company expects Directors to attend the annual meeting of shareholders. All Directors attended the virtual annual meeting of shareholders in 2021.
Roles and Responsibilities of the Board of Directors
Leadership Structure
The Board of Directors has determined that the Chairmanship should reside with the Director who is most familiar with the banking industry, and who is the most capable of setting strategic direction and integrating that direction with the Company’s day-to-day business development and risk management activities. Accordingly, since 2010 Mr. Steinwert has been unanimously elected to the position of Chairman in addition to his role since 1997 as President and Chief Executive Officer of the Company.
The Board believes that the combination of these positions does not compromise the important “check-and-balance” role that independent Directors play in the oversight of the Company since Mr. Steinwert is not a member of the Audit Committee or the Personnel Committee of the Board, and therefore key Board decisions and oversight regarding: (1) accounting, financial reporting, and overall risk management; and (2) executive compensation; are made only by “independent” Directors. Furthermore, Mr. Steinwert receives no additional compensation for his role as Chairman, representing a cost savings to the Company.
As of this date, the Board of Directors has not formally designated a lead independent Director.
Role in Enterprise Risk Management
The Board of Directors is responsible for monitoring all aspects of the Company’s enterprise risk. Their involvement in enterprise risk management centers on the following key roles and responsibilities:
| 1. | The Board develops and approves the strategic plan and financial budget, and receives monthly reporting of financial and non-financial performance relative to plan. |
| 2. | The Asset and Liability Committee is a joint committee of management and the Board. As a result, “independent” Directors are actively involved in interest rate, liquidity and investment risk management processes. |
| 3. | The Loan Committee is a joint committee of management and the Board. The Committee meets weekly to review all new and renewed loans over $2 million and evaluate overall portfolio performance and risk. As a result, “independent” Directors are actively involved in the credit risk management process. |
| 4. | The Audit Committee is responsible for providing oversight of all internal controls, reviewing the reports of audits and examinations of the Bank and the Company made by independent auditors, internal auditors, credit examiners, and regulatory agencies, and approving all SEC and other regulatory agency reports before they are filed. |
| 5. | The Personnel Committee is responsible for all performance evaluation and compensation decisions for the executive management team. |
| 6. | The Budget and Finance Committee reviews and examines financial results on a quarterly basis. |
Committees of the Board
Nominating Committee
The Nominating Committee of the Company and the Bank identifies candidates to serve as Directors of the Bank and the Company in the event of future Board openings. The Committee’s charter is available for review on the Company’s website at http://www.fmbonline.com. The Committee is comprised of the following voting members: Messrs. Steinwert (Chairman), Long, Corum and Suess. The Committee met two (2) times in 2021. Messrs. Corum, Long and Suess have been determined by the Board of Directors to be “independent” as such term is defined by Rule 5605(a)(2) of Nasdaq’s current listing rules.
Audit Committee
The Audit Committee of the Company and the Bank is responsible for the ongoing adequacy of the internal control environment, and oversees the activities of the internal and independent registered public accounting firm of the Company and the Bank with the aim of ensuring compliance with applicable laws. The Committee selects the independent registered public accounting firm. The Committee’s charter is available for review on the Company’s website at http://www.fmbonline.com. The Audit Committee reports to the Boards of Directors of the Bank and the Company, as appropriate. The Audit Committee reviews the reports of audits and examinations of the Bank and the Company made by the independent registered public accounting firm, internal auditors, credit examiners, and regulatory agencies and reports the results to the Boards of Directors of the Bank and the Company. The Committee met fifteen (15) times in 2021 and is comprised of the following voting members: Messrs. Sanguinetti (Chairman), Corum and Green. Each of the Directors serving on the Audit Committee has been determined by the Board of Directors to be “independent” as such term is defined by Rule 5605(a)(2) of Nasdaq’s current listing rules and in the SEC rules relating to audit committees. Mr. Sanguinetti has been determined by the Board of Directors to be a “financial expert” for purposes of applicable regulations.
Personnel Committee
The Personnel Committee of the Company and the Bank: (1) reviews the Company’s overall compensation strategies and practices; (2) reviews the employment contracts of all executive officers; (3) annually establishes executive compensation levels and performance evaluation measures for the Chief Executive Officer and Directors; and (4) reviews the executive compensation levels and performance evaluation measures for the other executive officers of the Company. The Committee’s charter is available for review on the Company’s website at http://www.fmbonline.com.
The Company’s management: (1) provides information, analysis and recommendations for the Personnel Committee; and (2) manages the ongoing operations of the compensation program.
In fulfilling their duties, the Personnel Committee periodically evaluates information obtained from independent sources regarding financial institutions that we compete against for talent.
The Personnel Committee is comprised of the following voting members: Messrs. Corum (Chairman), Green and Sanguinetti. The Committee met nine (9) times in 2021. Each of the Directors serving on the Personnel Committee has been determined by the Board of Directors to be “independent” as such term is defined by Rule 5605(a)(2) of Nasdaq’s current listing rules.
Asset and Liability Committee
The Asset and Liability Committee of the Bank is responsible for the formulation, revision and administration of the Bank’s policies relating to interest rate, liquidity and investment risk management. The Asset and Liability Committee is a joint committee of management and Directors. The following Directors are voting members: Messrs. Suess, James, Long and Steinwert. The Committee met four (4) times in 2021.
Loan Committee
The Loan Committee of the Bank is responsible for the formulation, revision and administration of the Bank’s policy relating to credit and loan risk management. The Loan Committee meets weekly and is responsible for approving all new and renewed loans between $2 million and $15 million (over $15 million requires full Board approval) and reviewing all loans over $500,000. The Loan Committee is a joint committee of management and Directors. The following Directors are voting members: Messrs. Corum and Steinwert. The Committee met fifty-two (52) times in 2021.
Budget and Finance Committee
The Budget and Finance Committee of the Company and the Bank reviews and examines Bank and Company expenses on a quarterly basis comparing the results with: (1) the established annual budget, the previous quarter and prior year; and (2) selected peer banks and the community banking industry as a whole; and proposes recommendations to management regarding improving financial performance. The Budget and Finance Committee is a joint committee of management and Directors. The Committee met four (4) times in 2021 and is comprised of the following voting members: Messrs. Long, Suess, Young and Sanguinetti.
CRA (Community Reinvestment Act) Committee
The CRA Committee of the Company and the Bank monitors the Bank’s efforts and responsibilities to comply with the Community Reinvestment Act. The CRA Committee makes recommendations to the Board of Directors to assure the Bank is meeting the credit, investment and service needs of the communities it serves. The Committee met twelve (12) times in 2021 and is comprised of the following voting members: Messrs. Suess (Chairman), Green, James, Young and Long.
Board Committee Composition
Certain Relationships and Related Person Transactions
Certain Directors and Named Executive Officers of the Company, and the Bank, and corporations and other organizations, associated with them and members of their immediate families were customers of and engaged in banking transactions, including loans, with the Bank in the ordinary course of business in 2021. Such loans were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with borrowers not related to the Company or Bank. These loans did not involve more than the normal risk of collection or have other unfavorable features. All Director and Named Executive Officer loans must be approved by the Board of Directors.
No family relationships exist among any of our Directors or executive officers. There is a family relationship between one of our executive officers and three of our employees. These employees participate in compensation and incentive plans or arrangements on the same basis as other employees with similar positions.
The following individuals are related to our chief executive officer as indicated and have been employed by the Bank for a period of years in non-executive officer positions:
Mr. Jared Steinwert, Senior Vice President, Regional Wholesale Banking (son); Ms. Jehna Silva, Vice President, Commercial Relationship Manager (daughter); and Ms. Elizabeth Beigh, First Vice President, Commercial Relationship Manager (sister). None of these individuals reports to the Chief Executive Officer, nor do they share a household with him. Their individual performance ratings and compensation are evaluated and approved by the independent Directors comprising the Personnel Committee of the Board of Directors of the Bank, and are based on the recommendations of their respective managers in accordance with the Bank’s compensation practices applicable to employees holding similar positions with comparable qualifications and responsibilities. There are three (3) regional wholesale banking managers and 28 commercial relationship managers Bank-wide. In 2021, the total annual compensation for the regional wholesale banking ranged from approximately $455,000 to $936,000. Total annual compensation for the commercial relationship managers ranged from $90,000 to $468,000. Mr. Steinwert is the lowest paid of the three regional wholesale banking managers, and Ms. Silva and Ms. Beigh ranked 13th and third respectively, amongst the commercial relationship managers. Compensation for these individuals is determined in a manner consistent with the Company’s practices that apply to all employees. Some of the compensation is commissions-based, and the methodology by which the compensation is calculated is consistent with that used for other individuals having similar roles. Compensation and other terms of employment are determined on a basis consistent with the Company’s human resources policies.
DIRECTOR COMPENSATION
Directors of the Company, who are not employees of the Company or the Bank (“Outside Directors”), receive compensation for services. Mr. Steinwert, who is an employee of the Company and the Bank, receives no additional compensation for his role as a Director.
AAn Outside Director of both the Company and Bank who is not an employee of the Company or Bank receives a $3,000 fee for each monthly Bank Board Meetingmeeting attended (as aan Outside Director of the Company only, Mr. Young receives $1,500 per meeting), and aan $800 fee for each Committee Meetingmeeting attended (Committee Chairmen receive $1,000 with the exception of the Audit Committee Chairman who receives $1,200). In addition, each Outside Director is eligible to receive an annual bonus and participate in the Equity Component of the Executive Retirement Plan (see “Executive Compensation—Compensation Discussion and Analysis – Qualified and Non-Qualified Retirement Programs”).
Outside Directors of the Company, who are not employees of the Company or Bank (thusthus Mr. Steinwert is excluded)excluded, are compensated up to $550 per month to cover a portion of the cost of outside medical insurance. Outside Directors of the Company who are not employees of the Company or Bank do not participate in any retirement or medical plans.plans of the Company or the Bank. The summary compensation earned by each Director of the Company (other than Mr. Steinwert who is a Named Executive Officer) during 20202021 is disclosedset forth in the following “Director Compensation Table”.
2020 DIRECTOR COMPENSATION TABLE2021 Directors Compensation Table
Name | | (1) Fees Earned or Paid in Cash ($) | | | (2) Stock Awards ($) | | | (2) Option Awards ($) | | | (5) Non-Equity Incentive Plan Compensation ($) | | | (3) Change in Pension Value & Nonqualified Deferred Compensation Earnings ($) | | | (4) All Other Compensation ($) | | | Total ($) | | | Fees Earned or Paid in Cash | | | Change in Pension Value & Non-qualified Deferred Compensation Earnings (1) | | | All Other Compensation (2) | | | Total | |
Kent A. Steinwert(3) | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
Terrence A. Young (4) | | | $ | 35,600 | | | $ | 102,730 | | | $ | 58,000 | | | $ | 196,330 | |
Calvin (Kelly) Suess | | | $ | 63,876 | | | $ | 137,874 | | | $ | 75,000 | | | $ | 276,751 | |
Kevin Sanguinetti | | | $ | 74,000 | | | $ | 136,398 | | | $ | 75,000 | | | $ | 285,398 | |
Gary J. Long | | | $ | 61,600 | | | $ | 134,356 | | | $ | 75,000 | | | $ | 270,956 | |
Stephenson K. Green | | $ | 64,600 | | | $ | 0 | | | $ | 0 | | | $ | 112,000 | | | $ | 0 | | | $ | 76,600 | | | $ | 253,200 | | | $ | 73,600 | | | $ | 131,343 | | | $ | 75,000 | | | $ | 279,943 | |
Edward Corum, Jr. (6) | | $ | 108,000 | | | $ | 0 | | | $ | 0 | | | $ | 112,000 | | | $ | 0 | | | $ | 76,600 | | | $ | 296,600 | | |
Terrance A. Young (6) | | $ | 32,300 | | | $ | 0 | | | $ | 0 | | | $ | 88,000 | | | $ | 0 | | | $ | 56,300 | | | $ | 176,600 | | |
Kevin Sanguinetti | | $ | 64,200 | | | $ | 0 | | | $ | 0 | | | $ | 112,000 | | | $ | 0 | | | $ | 76,600 | | | $ | 252,800 | | |
Calvin (Kelly) Suess | | $ | 58,200 | | | $ | 0 | | | $ | 0 | | | $ | 112,000 | | | $ | 0 | | | $ | 76,600 | | | $ | 246,800 | | |
Gary J. Long | | $ | 55,000 | | | $ | 0 | | | $ | 0 | | | $ | 112,000 | | | $ | 0 | | | $ | 76,600 | | | $ | 243,600 | | |
Edward Corum, Jr. (5) | | | $ | 118,600 | | | $ | 137,874 | | | $ | 75,000 | | | $ | 331,474 | |
(1) | The amounts in this column represent contributions to the Executive Retirement Plan - Equity Component. See Plan description in “Executive Compensation—Compensation Discussion and Analysis - Qualified and Non-Qualified Retirement Programs” for further details. |
(2) | All Outside Directors received a $75,000 bonus in 2021 with the exception of Mr. Young who received $58,000. Outside Directors are compensated up to $550 per month towards the cost of outside medical insurance. |
(3) | Mr. Kent Steinwert was an employee of the Company in 20202021 and received no additional compensation for his services as a Director or Chairman of the Board. Mr. Kent Steinwert is a Named Executive Officer and his compensation is listed in the Summary“Summary Compensation Table.Table”. |
(2) | The Company has no stock based award programs. |
(3) | The Company has no Defined Benefit Pension Program. All earnings on Nonqualified Deferred Compensation Plan balances are assumed to be at market rates (see Footnote 4 in the Non-Qualified Deferred Compensation Table). |
(4) | All non-employee Directors received a $70,000 bonus in 2020 with the exception of Mr. Young who received $53,000. Non-employee Directorsis an Outside Director of the Company only (not the Bank), so his monthly fees are compensated up to $550 per month towards the cost of outside medical insurance.less than other Outside Directors. |
(5) | Contributions to the Executive Retirement Plan - Equity Component. See Plan description in Executive Compensation Discussion and Analysis - Qualified and Non-Qualified Retirement Programs for further details. |
(6) | Mr. Corum is a member of the Loan Committee which meets weekly, resulting in his Fees Earnedfees exceeding those of the other Outside Directors whose Committee responsibilities are monthly in frequency. Mr. Young is a Director of the Company only (not the Bank) so his monthly fees are less than other Directors. |
Executive EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Named Executive Officers Who Are Not Directors
The following table sets forth information with respect to the Named Executive Officers, who are not directors or nominees for director of the Company. All executive officers serve at the discretion of the Board.
Name | Age | Position | Employed Since |
Stephen W. Haley (1) | 68 | EVP, Chief Financial Officer | 2003 |
Kenneth W. Smith (2) | 62 | EVP, Chief Credit Officer | 1999 |
Deborah E. Skinner | 59 | EVP, Chief Admin Officer | 2000 |
Jay J. Colombini | 59 | EVP, Chief Credit Officer | 1993 |
Ryan J. Misasi | 45 | EVP, Retail Banking Division Manage | 2014 |
David M. Zitterow | 49 | EVP, Director of Banking | 2017 |
Mark K. Olson | 58 | EVP, Chief Financial Officer | 2021 |
| (1) | Mr. Haley elected to retire as of December 31, 2021, and was replaced by Mr. Olson as of November 1, 2021. |
| (2) | Mr. Smith elected to retire as of December 31, 2021, and was replaced by Mr. Colombini as of the same date. |
Roles and Responsibilities
The Board of Directors, operating both on its own and through its Personnel Committee: (1) reviews the Company’s overall compensation strategies and practices; (2) reviews the employment contracts of all Named Executive Officers, (the CEO, CFOthe Chief Executive Officer (“CEO”), the Chief Financial Officer (“CFO”), and the 5four (4) other most highly compensated executive officers);officers plus up to two (2) former executive officers; and (3) annually establishes compensation levels and performance evaluation measures for the Chief Executive OfficerCEO (the CEO does not participate in these discussions) and the other Named Executive Officers.
The role of the Company’s management is to: (1) provide information, analysis and recommendations for the Personnel Committee’s consideration; and (2) manage the ongoing operations of the compensation program.
In fulfilling theirits duties, the Personnel Committee: (1) has the authority to retain and fund compensation consultants, independent legal counsel and other compensation advisors; (2) considers those factors that impact the independence of such advisors prior to their selection; and (3) periodically evaluates information obtained from independent sources regarding financial institutions that we compete against for talent. No outside compensation consultants or other advisors were used in 2020.2021.
Executive Compensation Strategy and Programs
The objective of the Company’s compensation strategy is to attract and retain talented individuals who can implement the Company’s strategic plan and maximize long-term stockholdershareholder value.
In order to achieve these objectives, the Board has structured a compensation program that includes three major components: (1) annual base salary; (2) annual performance-based bonus; and (3) qualified and non-qualified retirement plans.
Say On Pay Vote
In accordance with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010:
| 1. | In the 2017 proxy statement the Company asked stockholdersshareholders to provide advisory (non-binding)(non- binding) input with regard to the frequency of future stockholdershareholder advisory votes on the Company’s executive compensation programs. The results of this election were that 71.4% of stockholdersthe shares voting approved three years as the frequency of future stockholdershareholder advisory votes. The Dodd-Frank Act requires that this vote be taken at least once every six years. |
| 2. | In the 2020 proxy statement the Company asked stockholdersshareholders to provide advisory (non-binding)(non- binding) approval of executive compensation as described in the “Executive“Director and Executive Officer—Executive Compensation Discussion and Analysis” section of the 2020 proxy statement. The results of the election were that 86.6% of stockholdersthe shares voting approved the Company’s current executive compensation. Based on this 2020 stockholdershareholder advisory vote the Board of Directors determined that no material changes were required to current compensation strategies and programs. |
Performance Evaluation Measures
In evaluating the performance of each Named Executive Officer, the Personnel Committee considers a combination of objective and subjective factors, including the following:
| 1. | theThe Company’s annual financial performance (relative to both the current year’s budget and the overall performance of a select group of peer community banks as well as the community bank industry as a whole) as measured by Return on Assets; Return on Equity; Efficiency Ratios; and Net Income performance;
|
| 2. | progressProgress towards achieving the Company’s strategic plan;
|
| 3. | resultsResults of the Company’s and Bank’s regulatory examinations; and
|
| 4. | currentCurrent economic and industry conditions.
|
These performance measurement factors are evaluated at least annually. Both the annual budget and strategic plan are approved in advance by the Board of Directors and reevaluated during the year. The BoardPersonnel Committee periodically evaluates information obtained from independent sources regarding financial institutions that we compete against for talent (which increasingly include regional and national banks and other financial services companies), and makes recommendations regarding changes to compensation programs.
Impact of Compensation Practices on the Company’s Risk Profile
The Company is a “traditional” community bank that generates the majority of its income from the margin generated between taking customer deposits and making customer loans. Furthermore, credit risk is centrally controlled as reflected by:by the following: (1) no branch employee has the authority to approve, board or advance funds on a loan; all loan actions must be approved by Credit Administration personnel, and the compensation of Credit Administration personnel is tied to loan quality, not loan volume or production; and (2) the Loan Committee, which includes one outside Director,director, must approve all new and renewed loans between $2 million and $15 million (over $15 million requires full Board approval) and reviews all loans over $2 million.$500,000.
We do not have non-traditional fee-based or proprietary trading financial business units that could materially increase this risk profile. Nor do we have any business units where employees with loan approval authority generate any substantial amount of their total compensation based upon generating large volumes of activity or taking significant risks.
In order to ensure that the Company’s compensation strategies and programs do not result in inappropriate risk takingrisk-taking on the part of executive management, the Board has determined that:
| 1. | Annual Performance BasedPerformance-Based Bonuses must include consideration of the results of the Company’s and Bank’s regulatory examinations by the FRB, FDICFederal Reserve Board, the Federal Deposit Insurance Corporation and the California Department of Financial Protection &and Innovation, all of which involve a review of the Company’s and the Bank’s risk management practices and resulting risk profile. |
| 2. | All parts of the Company’s non-qualified retirement programsExecutive Retirement Plan are structured such that the benefits cannot be withdrawn by the participant, or paid out by the Company, until the participant retires.retires, is terminated without cause or, in limited circumstances, reaches early retirement age. For designated contributions made on or after December 1, 2021, upon attainment of age 59½ the participant can elect “In-Service Distributions”. This results in a significant portion of each executive’s compensation remaining at risk during their employment, so as to encourage adopting a long-term perspective and conservative risk management practices. This isAll balances are held in contrasta trust but remain subject to most stock option plans where once the options vest they can be exercised andclaims of the stock sold, allowing participants to realize cash compensation based upon shorter-term financial results.Company’s creditors in the event of the Company’s insolvency. |
As a result, the Board has determined that the Company’s compensation practices are not likely to have a material adverse impact on the Company’s risk profile.
Annual Compensation Program
Base Salary and Annual Performance-Based Bonus
Each Named Executive Officer receives a monthly base salary and is eligible for an annual performance-based bonus. Given that at the present time the Company does not offer stock options or restricted stock compensation, in order to be competitive, total levels of Annual Compensationannual compensation for each Named Executive Officer are targeted (assuming performance objectives are met) at the top range of financial institutions that we compete against for talent.
Salaries are determined largely based upon comparative industry data for: (1) positions of similar responsibility in California institutions that we compete against for talent; and (2) individuals with similar experience and expertise. Merit salary adjustments are evaluated periodically based on Company and individual performance. Goals and objectives are established annually for each officer with performance evaluated at least annually.
Annual bonus compensation is paid according to the Company’s Executive Management Incentive Compensation Plan. Bonus compensation is awarded based primarily on actual results against budgeted goals for the particular year including performance ratios and net income. Broad award guidelines are established annually for each level of management (these guidelines arethe CEO, currently 0-200% of base salary, forand the CEO andother Named Executive Officers, currently 0-125% of base salary for Executive Vice Presidents).salary. The Board reserves some discretion with regard to these guidelines when: (1) the Company’s profit performance exceeds budget; (2) the Company’s profit performance exceeds other peer banking institutions in California; and/or (3) an individual’s performance in a given year was beyond expectation.
It is important to understand that the Company’s annual compensation program is not formula driven and relies substantially on subjective analysis. The Named Executive Management isOfficers are assigned specific performance goals and objectives on a yearly basis but these individual goals and objectives are not tied to specific targeted compensation levels. Performance evaluation measures are not prioritized or otherwise assigned a specific weighting. Indeed, some of the measures, such as results of regulatory examinations and local economic conditions, do not lend themselves to a weighted or formula approach.
Although the Board has established broad bonus payout guidelines, the Board has purposely avoided establishing either: (1) hard targets for any performance factors; or (2) a weighting or formula as to how much each performance factor will contribute to the ultimate annual bonus for each named executive officer.Named Executive Officer. This philosophy has evolved based upon the Board’s belief that all banks operate in volatile financial markets amidst external conditions that Senior Managementover which the Officer has little or no control over. control.
Accordingly, before making annual bonus or other compensation decisions, it is important for the Board to evaluate and weight all key performance factors in the context of the current financial services environment and how Senior Management’sthe Named Executive Officer’s current year’s performance against those factors has influenced the Company’s progress toward achieving both short- and long-term financial goals.
Since the Company has consistently been one of the highest performing bank holding companies in California over the past 10 years, a reflection of what the Board considers well balancedwell-balanced compensation practices that caused Senior Managementthe Named Executive Officers to carefully consider the risks itthey assumed in the context of long termlong-term financial performance, the Board believes that its approach to “pay-for-performance” has achieved, and will continue to achieve, the desired results.
Each Named Executive Officer’s salary and annual bonus amounts for the last three years are disclosed in the “Summary Compensation Table.” All base salaries and annual bonuses are paid in cash and fully expensed in the current year.
Qualified and Non-Qualified Retirement Programs
In developing the various parts of a long-term compensation program, the Board has determined that at the present time it will not seek stockholder approval to offer stock options or restricted stock awards as part of the compensation package. This decision has been made because the Board believes that it is important that all compensation should be: (1) fully transparent; (2) expensed in the year incurred; and (3) not have the potential for future dilution of stockholder value. However, recognizing that stock based incentives are a major compensation component of many of the Company’s competitors, the Board has developed what it believes is an effective and competitive retirement program.
The objectives of the Company’s retirement program are to: (1) successfully attract and retain talented individuals; and (2) align long-term compensation directly with stockholdershareholder interests by rewarding prudent risk takingrisk-taking and creation of long-term stockholdershareholder value through generation of high quality and sustainable financial performance.
The Company’s retirement program has been structured to provide benefits as follows:
| 1. | Profit Sharing Plan, … which provides qualified retirement benefits. |
| 2. | Executive Retirement Plan, … which provides supplemental non-qualified retirement benefits and has the following components: |
| a. | Salary Component, … which makesprovides Plan contributions based upon each participant’s salary level; |
| b. | Performance Component, … which makesprovides Plan contributions based upon the Company’s long-term growth in net income and increase in market capitalization; |
| c. | Equity Component, … which makesprovides discretionary cash contributions based upon Board approval, and contributions are invested primarily in the stock of the Company; and |
| d. | Retention Component, which makes contributions based upon executive tenure. This component was permanently frozen as of December 31, 2010. |
| 3. | Bank-OwnedSplit-Dollar Bank Owned Life Insurance Program, … which provides for a division of life insurance death proceeds between the Company and each participant’s designated beneficiary.
|
All of the Company’s qualified and non-qualified retirement plans are structured as defined contribution plans to avoid the uncertain future financial liabilities that can exist under defined benefit plans. The entire cost of these plans is expensed annually.
Qualified Profit Sharing Plan
Substantially all full-time employees of the Company, including each Named Executive Officer, participate in the Company’s qualified Profit Sharing Plan. Two levels of contributions are made to the Profit Sharing Plan: (1) contributions equal to 5% of eligible salaries (subject to Internal Revenue Service limits) calculated according to criteria set forth in the Plan;plan; and (2) additional discretionary contributions authorized by the Board of Directors. None of these contributions are dependent upon the employee contributing to the Planplan (i.e., the Planplan does not require “matching”). Benefits pursuant to the Profit Sharing Plan vest 0% during the first year of participation, 25% per full year thereafter and after five years such benefits are fully vested. Benefits under the Profit Sharing Plan are disclosed in the participant’s Company Contributions to Qualified Retirement and 401(k) Plans in the “All“2021 All Other Compensation Table.”Table”.
Upon a Change in Control, each participant receives only those balances in their account, including any net earnings or losses thereon.
Non-Qualified Executive Retirement Plan
ThisThe Executive Retirement Plan is a non-qualified plan where contributions cannot be withdrawn untildeveloped to supplement the participant retires fromProfit Sharing Plan, which as a qualified retirement plan, has a ceiling on benefits as set by the Company, and allInternal Revenue Service. All contributions are subject to the claims of the Company’sCompany's creditors in the event of the Company’s insolvency. This results in a significant portion of each executive’s compensation remaining at risk during their employment, so as to encourage adopting a long-term perspective and conservative risk management practices. The Executive Retirement Plan is intended to be compliant with the provisions of Section 409A of the Internal Revenue Code. All balances are held in a Master Trust. General investment parameters are established by the Company, including allowable investment instruments and approved investment manager(s). Participants can then work with the investment managers(s) to request investment of their vested balances according to their own risk profile, with no guarantees of principal provided by the Company. Although contributions to thetrust.
The Equity Component of this Plan have always beenis invested primarily in the stock of the Company, in 2014 the Company began investing someCompany. Some level of the balances in other Plan components is also invested in the stock of the Company (see Note 1612 to Item 8. - Financial Statements and Supplementary Data - in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange CommissionSEC for the year ended December 31, 2020)2021). The Board believes that this increased ownership further encourages key executives to operate consistent with long-term stockholdershareholder objectives.
The Company has established a grantor trust relating to its non-qualified plan to assist the Company in ensuring that it has cash on hand to meet its contractual obligations under the plan. The Company makes contributions to the trust and directs the trustee to invest the contributions consistent with the plan benefit formulas. The investments are generally in the common stock of the Company, cash equivalents and other liquid investments.
While plan participants are deemed to have their account balances invested in the common stock of the Company and other investments held by the trustee, participants have no legal interest in the trust assets, and such assets are subject to the claims of the Company’s creditors in the event of the Company’s insolvency. The plan participant’s only right is their contractual right to receive the benefit provided in the plan in accordance with its terms. The Company has no obligation under the Plan to maintain the trust.
Salary Component … to compensate for the contribution ceilings placed on all qualified retirement plans (which includes the Company’s Profit Sharing Plan) by the Internal Revenue Service, the Board developed the
The Salary Component was developed to provide levels of total retirement compensation that are competitive in the banking industry. Each Named Executive Officer is eligible to participate in the Plan.
An account is established for each participant that is credited annually with a defined contribution determined based upon the individual’s compensation at the time theyhe or she became a participant and the number of years of service remaining to age 65. Balances are held in trust, and earnings and losses equivalent to the investment earnings of the designated amounts in the trust are credited and debited to each participant’s account.
The balance in each participant’s account is 0% vested during the first five years of employment and becomes fully vested after five years of employment. Benefits are disclosed in the participant’s Company Contributions to Non-Qualified Retirement Plans in the “All“2021 All Other Compensation Table” as well as Registrant Contributions in Last Fiscal Year in the “Non-Qualified“2021 Non- Qualified Deferred Compensation Table.”Table”.
Benefits under the Salary Component become payable to participants after either: (1) the participant has become vested and his or her employment at the Company terminates (including retirement); or (2) there has been a “Change in Control” as defined in this plan component. Benefits under the Plan.Salary Component become payable to participants: (1) upon termination of the participant’s employment with the Company without cause (including retirement); (2) upon a “Change in Control” as defined in this plan component; (3) for designated contributions made on or after December 1, 2021, upon attainment of age 59½; or (4) as necessary to satisfy payroll taxes.
UponDistribution of the balances which are deemed invested in shares of the Company are made through the distribution of cash, except in the event of a Change in Control each participant receives: (1) those amounts already contributed for past years of service including any net earningsin which the Bank will determine whether the distribution will be made in cash or losses thereon; and (2) the present value (using a discount factor equalshares to the treasury rate forparticipant, to the remaining yearsextent permitted under applicable law and subject to participant’s age 65)such restrictive legends as may be required under securities laws (subject to payroll tax withholding, which may be satisfied with cash proceeds from the sale of forecasted contributions overshares in the remaining years to participant’s age 65, which as of December 31, 2020 would be as follows: Ms. Skinner $1.55 million; and Mr. Smith $599 thousand. Payments are made in accordance with prior participant elections made in compliance with IRC Section 409A.trust).
Performance Component …
The Performance Component was developed to compensate for the lack of a stock option program the Board developed the Performance Componentand to reward participants based upon the Company’s long-term growth in net income and market capitalization. Each Named Executive Officer is eligible to participate in the Plan.this plan component. Participants receive benefitscash distributions based on the Company’s long-term cumulative profitability and the resulting impact on the increase in market capitalization in excess of the increase in book value. Participants do not receive compensation for increases in market capitalization above a P/E ratio of 20 times EPS.
Contributions are calculated using a bonus factor or “carry” determined by the Personnel Committee for each participant (currently 2.90% for the President and C.E.O.CEO and up to 1.00% for each Named Executive Vice President)Officer). The total “carry” for all current program participants is 5.95%4.70%.
11Balances are held in a trust, and earnings and losses are credited and debited to each participant’s account at a rate equivalent to the earnings rate of the designated amounts in the trust.
Benefits under to the Performance Component vest 50% during the first year of participation, and 50% during the second year of participation. Each award of a bonus factor is treated as a separate participation and subject to a separate vesting schedule. Benefits are disclosed in the participant’s Company Contributions to Non-Qualified Retirement Plans in the “All Other Compensation Table” as well as Registrant Contributions in Last Fiscal Year in the “Non-Qualified Deferred Compensation Table.”Table”.
Benefits under the Performance Component become payable to participants after either: (1) upon termination of the participant has become vested and his or herparticipant’s employment at the Company terminateswithout cause (including retirement); or (2) there has beenupon a “Change in Control” as defined in the Plan.this plan component; (3) for designated contributions made on or after December 1, 2021, upon attainment of age 59½; or (4) as necessary to satisfy payroll taxes.
Upon a Change in Control, each participant receives: (1) those amounts already contributed for past years of service including net earnings or losses thereon; and (2) an amount equal to the difference (if any) between the purchase price and twenty times EPS which as of December 31, 2020 would be zero for all Named Executive Officers. Payments are made in accordance with prior participant elections made in compliance with IRC Section 409A.- 18 -
Equity Component …
The Equity Component was developed to encourage key executives to adopt a long-term perspective and conservative risk management practices consistent with stockholder objectives, the Board developed the Equity Component where cash contributions to the plan are invested primarily in Company stock.shareholder objectives.
Each Named Executive Officer is eligible to participate in the Plan,this plan component, along with members of the Board of Directors. PlanThe amount of the cash contributions are discretionary, subject to Board of Directors approval. Plan balancesthis plan component is determined and approved by the Personnel Committee. Balances are held in a Master Trust with the trustee responsible for investing these balances in a mix of Company stocktrust, and liquid assets.corresponding earnings and losses are credited and debited to each participant’s account.
Benefits under the Equity Component immediately vest when awarded. Benefits are disclosed in the participant’s Company Contributions to Non-Qualified Retirement Plans in the “All Other Compensation Table” as well as Registrant Contributions in Last Fiscal Year in the “Non-Qualified Deferred Compensation Table.”Table”.
Benefits under the Equity Component become payable to participants after either: (1) upon termination of the participant’s employment at the Company terminateswithout cause (including retirement); or (2) there has beenupon a “Change in Control” as defined in this plan component; (3) for designated contributions made on or after December 1, 2021, upon attainment of age 59½ ; or (4) as necessary to satisfy payroll taxes.
Distribution of the Plan.
Uponbalances that are deemed invested in shares of the Company are made through the distribution of shares to the participant, to the extent permitted under applicable law, except in the event of a Change of Control or an acceleration to satisfy payroll taxes, in Control, each participant receives only those balanceswhich cases distributions are made in their account, including any net earnings or losses thereon.cash.
This plan component is not a “stock option or other stock-based compensation program”, rather it is a deferred compensation program wherewhereby cash contributions made by the Company are invested by the independent trustee of the Master Trusttrust primarily in Company stock. Participants have no voting rights in the shares until post-retirementa distribution of the shares is made.
Retention Component
The Retention Component was developed to encourage key executives to remain in the long- term employ of the Company.
As of December 31, 2010, the Board of Directors of the Company determined that it would permanently freeze the Retention Component. Benefits under the Retention Component are disclosed in the participant’s aggregate balances in the “2021 Non-Qualified Deferred Compensation Table”.
Benefits under the Retention Component become payable to participants (1) upon termination of the participant’s employment without cause (including retirement); (2) upon a “Change in Control” as defined in this plan component; or (3) as necessary to satisfy payroll taxes.
Distribution of the balances that are deemed invested in shares of the Company are made through the distribution of shares to the participant, to the extent permitted under applicable law, except in the event of a Change of Control or an acceleration to satisfy payroll taxes, in which cases distributions are made.made in cash.
Bank-Owned Life Insurance Program
The Company has a Bank-Owned Life Insurance (“BOLI”) program under which it has purchased single premium life insurance policies on the lives of the Named Executive Officers as well as certain other senior officers of the Company. The Company is both the owner of, and beneficiary under, the policies. These policies provide: (1) financial protection to the Company in the event of the death of an officer and;officer; and (2) significant income to the Company to offset the expense associated with the Company’s employee benefits since the interest earned on the cash surrender value of the policies iswith a favorable tax free as long as the policies are used to finance employee benefits.treatment.
As compensation to each participant for agreeing to allow the Company to purchase an insurance policy on his or her life, split dollarsplit-dollar agreements have been entered into with each participant. These agreements provide for a division of the life insurance death proceeds between the Company and each participant’s designated beneficiary or beneficiaries. Participants have an interest only in the death benefits of the policies, not in any cash surrender value that exists prior to death. Participants fully vest in their split dollarsplit-dollar agreements after eight years of service or upon a Change in Control. If the participant leaves the employ of the Company after vesting occurs (other than as part of a Change in Control) they, he or she cannot become employed by another financial institution and retain their vesting. The dollar value of premiums relating to that portion of the death proceeds that would be payable to the participant’s beneficiary or beneficiaries in the event of his or her death, as well as the tax gross-up payments related thereto, are disclosed in the participant’s Tax Reimbursements in the “All“2021 All Other Compensation Table.”Table”.
Post-Termination Compensation
The Company’s approach to post-termination compensation depends upon the circumstances surrounding the Named Executive Officer’s termination and has been designed by the Board to be competitive with industry-wide practices in order to attract and retain key executives.
| 1. | If the Named Executive Officer takes retirement, or theirhis or her employment is terminated due to death or disability, no supplemental payments are made. They are entitled to all vested balances in qualified and non-qualified plans (see “Deferred“- Qualified and Non-Qualified Retirement Programs” and “2021 Non-Qualified Deferred Compensation Table”), and, in the case of death, their designated beneficiaries would be entitled to their split dollarsplit-dollar life insurance death benefits.benefits (see “- Bank-Owned Life Insurance Program” above). |
| 2. | If the Named Executive Officer is terminated for cause, all benefits in the Company’s non-qualifiednon- qualified Executive Retirement Plan, whether vested or not, are forfeited in their entirety. No other payments are made, but the Named Executive Officer is entitled to all vested balances in the Company’s qualified Profit Sharing Plan. |
| 3. | If the Named Executive Officer is terminated without cause or for disability, the terms of eachthe following individual’s employment contract callcalls for the Company to provide lump sum payments of upa range of 0.75 to a maximum of two years’2.0 times the individual’s highest “Total” compensation as reported in the “Summary Compensation Table”. Each employment contract has been filed as an exhibit with the SEC. In addition, they areupon termination without cause or for disability, each Named Executive Officer is entitled to all vested balances in qualified and non-qualified plans (see “Deferred“- Qualified and Non-Qualified Retirement Programs” and “2021 Non-Qualified Deferred Compensation Table”). |
| 4. | In the case of a Change in Control, the Company has “single trigger” clauses in each Named Executive Officer’s employment contract.contract, as filed as an exhibit with the SEC. This means that termination payments are made regardless of whether the Named Executive Officer remainsper their contracts, in the employ of the buyer. In addition to all vested balances in qualified and non-qualified plans (see “Deferred“- Qualified and Non-Qualified Retirement Programs” and “2021 Non-Qualified Deferred Compensation Table”), upon execution of a non-competition and non-solicitation agreement, each Named Executive Officer is eligible to receive lump sum payments of: (1) up to a maximum of two years’ “Total” compensation as reported in the “Summary Compensation Table” (as more fully described in 3. above); (2) a transaction bonus (which range up to $250,000 per Named Executive Officer); (3) three years’ medical premiums (which range up to $115,000$130,000 per Named Executive Officer); (4), subject to execution and non-revocation of a general release of all claims; (3) accelerated benefits under the Executive Retirement Plan – Salary Component as(as more fully described under “Non-Qualified Executive Retirement Plan”in 5. below); and (5)(4) tax gross-up payments to cover excise taxes under IRCInternal Revenue Code Section 280G (which, as of December 31, 2021, are estimated to be zero for each of the Named Executive Officers). |
| 5. | Upon a Change in Control, under the Executive Retirement Plan’s Salary Component (see “– Non-Qualified Executive Retirement Plan – Salary Component”), each participant receives: (1) those amounts already contributed for past years of service including any net earnings or losses thereon; and (2) the present value (using a discount factor equal to the Treasury rate for the remaining years to participant’s age 65) of forecasted contributions over the remaining years to participant’s age 65 (which, as of December 31, 2021, are estimated to be zero for each of the Named Executive Officers, except Ms. Skinner who would receive $1.26 million). Upon a Change in Control, under the Executive Retirement Plan’s Performance Component (see “– Non-Qualified Executive Retirement Plan – Performance Component”), each participant receives: (1) those amounts already contributed for past years of service including net earnings or losses thereon; and (2) an amount equal to the difference (if any) between the purchase price and 20 times EPS which, as of December 31, 20202021, would be zero for all Named Executive Officers. Payments are estimated as follows: Mr. Steinwert $0; Mr. Haley $0; Ms. Skinner $0; Mr. Smith $0; Mr. Colombini $0; Mr. Misasi $0; and Mr. Zitterow $0.made in accordance with prior participant elections made in compliance with Internal Revenue Code Section 409A. |
Employment Contracts
The Company has employment agreements with each of its Named Executive Officers. These agreements are generally structured for an initial three yearthree-year period and then renew automatically for successive two yeartwo-year terms unless terminated by either party. The agreements provide for (i) a base salary (see “Summary Compensation Table”), (ii) salary increases at the discretion of the Board of Directors based upon performance, (iii) participation in the Company’s annual performance-based bonus program, (iv) participation in certain non-qualified deferred compensation and retirement plans, (v) use of a Company-owned automobile or automobile allowance, and (vi) certain insurance benefits. Under certain circumstances, in the event of termination of employment, each Named Executive Officer may be entitled to receive severance compensation (see “Post Termination“Post-Termination Compensation”).
Accounting and Tax Implications
Section 162(m) of the Code, as amended by the Tax Cuts and Jobs Act of 2017, generally disallows a deduction for federal tax purposes to any publicly traded corporation for any remuneration in excess of $1,000,000 paid in any taxable year to its chief executive officer, chief financial officer and up to three other executive officers who are among our five most highly compensated executive officers. While we consider the deductibility of awards in determining executive compensation, we also reserve the Personnel Committee’s flexibility to provide one or more covered executive officers with the opportunity to earn compensation that is nondeductible under Section 162(m) when the Personnel Committee believes that such compensation is appropriate to attract and retain executive talent.
Report of the Personnel Committee of the Board of Directors on Executive Compensation
The Personnel Committee has reviewed the Compensation Discussion & Analysis included herein with management and based upon those reviews and discussions has recommended to the Board of Directors that the Compensation Discussion & Analysis be included in the Company’s annual report on Form 10-K and this proxy statement.
Respectfully Submitted,
/s/ | | |
Edward Corum Jr.
| /s/ Stephenson K. Green | /s/ |
| | |
Edward Corum Jr., Chairman | Stephenson K. Green | Kevin Sanguinetti |
Compensation Committee Interlocks and Insider Participation
Messrs. Sanguinetti, Corum and Green served in 20202021 as members of the Personnel Committee. Each of the Directors serving on the Personnel Committee has been determined by the Board of Directors to be “independent” as such term is defined by Rule 5605(a)(2) of the Nasdaq’s current listing rules. During 2020,2021, certain members of the Personnel Committee had loans or other extensions of credit outstanding from the Bank. These loans were made in the ordinary course of business and on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with borrowers not related to the Company or Bank. These loans are exempt from the loan prohibitions of the Sarbanes-Oxley Act of 2002 and did not involve more than the normal risk of collection or have other unfavorable features.
Executive Officer Compensation
The following tables provide details regarding the various forms of remuneration paid by the Company for the services performed in all capacities by each Named Executive Officer.
Since the Company does not offer: (1) stock options or other stock-based compensation;compensation, or (2) defined benefit plans, the following tables are not included herein: Grants of Plan-Based Awards, Outstanding Equity Awards at Fiscal Year-End, Option Exercises and Stock Vesting and Pension Benefits.
Pay Ratio Disclosure
Pursuant to Item 402 of Regulation S-K, the Company is required to disclose: (1) the median of the annual “total compensation” (defined as Wages, Tips and Other Compensation as reported in Box 1 of a W-2 form plus any fringe benefits not subject to federal income tax) of all employees (defined as those employees on the payroll as of December 31st31st of the year) except the Principal Executive Officer (Mr. Steinwert), which during 20202021 was $72,161;$69,777; and (ii) the ratio of the Principal Executive Officer’s total compensation (as reported onin the “2021 Summary Compensation Table of this proxy statement)Table”) to the median annual total compensation of all employees except the Principal Executive Officer, which during 20202021 was 64.172.8 to 1.
To determine the median of the annual total compensation of all employees of the Company (other than our Principal Executive Officer), we identified our total employee population as of December 31, 2020,2021, which consisted of 383393 individuals. As permitted by the disclosure rules, we annualized the compensation for any employees thatwho were not employed by us for all of 2020.2021. To identify the “median employee” we conducted a full analysis of this employee population, without the use of statistical sampling. After identifying the median employee, we calculated annual total compensation for such employee using the same methodology we use for our named executive officersNamed Executive Officers as set forth in the 2020“2021 Summary Compensation Table of this proxy statement.Table”.
2020 SUMMARY COMPENSATION TABLE2021 Summary Compensation Table
Name and Principal Position | Year | | (1) Salary ($) | | | (1) Bonus ($) | | | (2) Stock Awards ($) | | | (2) Option Awards ($) | | | (3) Non-Equity Incentive Plan Compensation ($) | | | (3) Change in Pension Value & Nonqualified Deferred Compensation Earnings ($) | | | (4) All Other Compensation ($) | | | Total ($) | |
Kent A. Steinwert Chairman, President, Chief Executive Officer | 2020 | | $ | 915,653 | | | $ | 1,200,000 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 2,506,467 | | | $ | 4,622,120 | |
2019 | | $ | 854,547 | | | $ | 1,100,000 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 2,663,151 | | | $ | 4,617,698 | |
| |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| |
of the Company & Bank | 2018 | | $ | 811,369 |
|
| $ | 1,100,000 |
|
| $ | 0 |
|
| $ | 0 |
|
| $ | 0 |
|
| $ | 0 |
|
| $ | 2,315,200 |
|
| $ | 4,226,569 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Stephen W. Haley Executive Vice President, Chief Financial Officer, Secretary of the | 2020 | | $ | 360,000 | | | $ | 420,000 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 898,147 | | | $ | 1,678,147 | |
2019 | | $ | 345,417 | | | $ | 380,000 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 1,016,264 | | | $ | 1,741,681 | |
| |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| |
Company & Bank | 2018 |
| $ | 335,000 |
|
| $ | 350,000 |
|
| $ | 0 |
|
| $ | 0 |
|
| $ | 0 |
|
| $ | 0 |
|
| $ | 871,133 |
|
| $ | 1,556,133 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Jay J. Colombini Executive Vice President, Wholesale Banking | 2020 | | $ | 337,083 | | | $ | 350,000 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 457,723 | | | $ | 1,144,806 | |
2019 | | $ | 325,833 | | | $ | 320,000 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 449,608 | | | $ | 1,095,441 | |
| |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| |
Manager of the Bank | 2018 |
| $ | 285,000 |
|
| $ | 280,000 |
|
| $ | 0 |
|
| $ | 0 |
|
| $ | 0 |
|
| $ | 0 |
|
| $ | 423,147 |
|
| $ | 988,147 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Deborah E. Skinner Executive Vice President, Chief Administrative | 2020 | | $ | 368,307 | | | $ | 435,000 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 775,156 | | | $ | 1,578,463 | |
2019 | | $ | 370,307 | | | $ | 400,000 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 810,067 | | | $ | 1,580,374 | |
| |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| |
Officer of the Bank | 2018 |
| $ | 332,538 |
|
| $ | 350,000 |
|
| $ | 0 |
|
| $ | 0 |
|
| $ | 0 |
|
| $ | 0 |
|
| $ | 756,927 |
|
| $ | 1,439,465 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Kenneth W. Smith Executive Vice President, Senior Credit Officer | 2020 | | $ | 372,000 | | | $ | 350,000 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 726,991 | | | $ | 1,448,991 | |
2019 | | $ | 357,417 | | | $ | 330,000 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 740,337 | | | $ | 1,427,754 | |
| |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| |
of the Company & Bank | 2018 |
| $ | 347,000 |
|
| $ | 300,000 |
|
| $ | 0 |
|
| $ | 0 |
|
| $ | 0 |
|
| $ | 0 |
|
| $ | 717,396 |
|
| $ | 1,364,396 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ryan J. Misasi Executive Vice President, Retail Banking Manager | 2020 | | $ | 309,554 | | | $ | 300,000 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 402,637 | | | $ | 1,012,191 | |
2019 | | $ | 290,425 | | | $ | 250,000 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 359,678 | | | $ | 900,103 | |
| |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| |
of the Bank | 2018 |
| $ | 280,008 |
|
| $ | 200,000 |
|
| $ | 0 |
|
| $ | 0 |
|
| $ | 0 |
|
| $ | 0 |
|
| $ | 325,828 |
|
| $ | 805,836 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
David M. Zitterow Executive Vice President, Wholesale Banking
| 2020 | | $ | 318,923 | | | $ | 220,000 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 322,647 | | | $ | 861,570 | |
2019 | | $ | 303,564 | | | $ | 210,000 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 316,411 | | | $ | 829,975 | |
| |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| |
Manager of the Bank | 2018 |
| $ | 292,000 |
|
| $ | 200,000 |
|
| $ | 0 |
|
| $ | 0 |
|
| $ | 0 |
|
| $ | 0 |
|
| $ | 227,806 |
|
| $ | 719,806 | |
Name
| Year | | Salary(1) | | | Bonus(1) | | | All Other Compensation(2) | | | Total | |
Kent A. Steinwert | 2021 | | $ | 905,327 | | | $ | 1,400,000 | | | $ | 2,775,711 | | | $ | 5,081,038 | |
Chairman, President | 2020 | | $ | 915,653 | | | $ | 1,200,000 | | | $ | 2,526,326 | | | $ | 4,641,979 | |
& Chief Executive Officer | 2019 | | $ | 854,547 | | | $ | 1,100,000 | | | $ | 2,681,332 | | | $ | 4,635,879 | |
| | | | | | | | | | | | | | | | | |
Stephen W. Haley | 2021 | | $ | 374,605 | | | $ | 440,000 | | | $ | 1,060,234 | | | $ | 1,874,839 | |
Former Executive Vice President | 2020 | | $ | 360,000 | | | $ | 420,000 | | | $ | 912,223 | | | $ | 1,692,223 | |
Chief Financial Officer | 2019 | | $ | 345,417 | | | $ | 380,000 | | | $ | 1,029,145 | | | $ | 1,754,562 | |
| | | | | | | | | | | | | | | | | |
Kenneth W. Smith | 2021 | | $ | 391,088 | | | $ | 400,000 | | | $ | 847,131 | | | $ | 1,638,219 | |
Former Executive Vice President | 2020 | | $ | 372,000 | | | $ | 350,000 | | | $ | 741,067 | | | $ | 1,463,067 | |
Chief Credit Officer | 2019 | | $ | 357,417 | | | $ | 330,000 | | | $ | 758,472 | | | $ | 1,445,889 | |
| | | | | | | | | | | | | | | | | |
Deborah E. Skinner | 2021 | | $ | 377,949 | | | $ | 470,000 | | | $ | 900,436 | | | $ | 1,748,385 | |
Executive Vice President | 2020 | | $ | 368,307 | | | $ | 435,000 | | | $ | 782,534 | | | $ | 1,585,841 | |
Chief Admin Officer | 2019 | | $ | 370,307 | | | $ | 400,000 | | | $ | 816,711 | | | $ | 1,587,018 | |
| | | | | | | | | | | | | | | | | |
Jay J. Colombini | 2021 | | $ | 368,333 | | | $ | 415,000 | | | $ | 767,636 | | | $ | 1,550,969 | |
Executive Vice President | 2020 | | $ | 337,083 | | | $ | 350,000 | | | $ | 471,799 | | | $ | 1,158,882 | |
Chief Credit Officer | 2019 | | $ | 325,833 | | | $ | 320,000 | | | $ | 462,489 | | | $ | 1,108,322 | |
| | | | | | | | | | | | | | | | | |
Ryan J. Misasi | 2021 | | $ | 316,672 | | | $ | 360,000 | | | $ | 536,250 | | | $ | 1,212,922 | |
Executive Vice President | 2020 | | $ | 309,554 | | | $ | 300,000 | | | $ | 422,354 | | | $ | 1,031,908 | |
Retail Banking Division Manager | 2019 | | $ | 290,425 | | | $ | 250,000 | | | $ | 377,715 | | | $ | 918,140 | |
| | | | | | | | | | | | | | | | | |
David M. Zitterow | 2021 | | $ | 320,334 | | | $ | 280,000 | | | $ | 400,905 | | | $ | 1,001,239 | |
Executive Vice President | 2020 | | $ | 318,923 | | | $ | 220,000 | | | $ | 338,526 | | | $ | 877,449 | |
Director of Banking | 2019 | | $ | 303,564 | | | $ | 210,000 | | | $ | 331,378 | | | $ | 844,942 | |
| | | | | | | | | | | | | | | | | |
Mark K.Olson | 2021 | | $ | 60,801 | | | $ | 40,000 | | | $ | 8,281 | | | $ | 109,082 | |
Executive Vice President | 2020 | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
Chief Financial Officer | 2019 | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
(1) | Includes base salary, unused vacation pay, car allowance and annual bonus. See “Executive Compensation – Compensation Discussion and Analysis - Annual Compensation ProgramProgram” and Employment Contracts.“Employment Contracts”. |
(2) | See “2021 All Other Compensation Table” for additional details. |