| Sincerely, | |
 | |
| Matthew P. Prosseda | |
| President and Chief Executive Officer |
[THIS PAGE INTENTIONALLY LEFT BLANK]
FIRST KEYSTONE CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON May 17, 2011
TO THE SHAREHOLDERS OF FIRST KEYSTONE CORPORATION:
Notice is hereby given that the Annual Meeting of Shareholders (the “Annual Meeting”) of First Keystone Corporation (the “Corporation”) will be held at 10:00 a.m., Eastern Daylight Time, on Tuesday,Thursday, May 17, 2011,16, 2013, at the McBride Memorial Library, Community Room, 500 Market Street, Berwick, Pennsylvania 18603, for the following purposes:
1. To elect 4 Class B Directors to serve for a three-year term and until their successors are properly elected and qualified;
2. To ratify the selection of J. H. Williams & Co., LLP as the independent registered public accounting firm for the Corporation for the fiscal year ending December 31, 2013; and
3. To transact any other business as may properly come before the Annual Meeting and any adjournment or postponement of the meeting.
In accordance with the bylaws of the corporationCorporation and action of the Board of Directors, the corporationCorporation is giving notice of the Annual Meeting only to those shareholders on the corporation’sCorporation’s records as of the close of business on March 22, 2011,12, 2013, and only those shareholders may vote at the Annual Meeting and any adjournment or postponement of the Annual Meeting.
A copy of the corporation’sCorporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 20102012 may be obtained, at no cost, by contacting Cheryl Wynings, Investor Relations, First Keystone Corporation, 111 West Front Street, Berwick, PennsylvaniaPA 18603, telephone: (570) 752-3671.
Important Notice Regarding the Availability of Proxy Materials
for the ShareholderAnnual Meeting of Shareholders to be Held on May 17, 2011:
The 20112013 Proxy Statement, and the 2010proxy card, the Notice of Annual Meeting of Shareholders and
the 2012 Annual Report on Form 10-K are also available at:
Whether or not you expect to attend the Annual Meeting in person, we ask you to complete, sign, date and promptly return your proxy form.card. By so doing, you will ensure your proper representation at the meeting. The prompt return of your signed proxy card will also save the corporationCorporation the expense of additional proxy solicitation. The execution and delivery of your proxy card does not affect your right to vote in person if you attend the meeting.
| By Order of the Board of Directors, | |
| |
| Matthew P. Prosseda | |
Berwick, Pennsylvania
March 28, 2013
PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS
OF FIRST KEYSTONE CORPORATION TO BE HELD ON MAY 17, 2011
Table of Contents
| Page | ||||
| General Information | 3 | |||
| Introduction, Date, Time and Place of Annual Meeting | 3 | |||
| Solicitation and Voting of Proxies | 3 | |||
| Revocability of Proxy | 4 | |||
| Voting Securities, Record Date and Quorum | 4 | |||
| Vote Required for Approval of Proposals | 4 | |||
| Advisory Vote on Executive Compensation | 4 | |||
| Governance of the Company | 5 | |||
| Code of Ethics | 6 | |||
| Committees of the Board of Directors | 6 | |||
| Committees of the Bank | 7 | |||
| Shareholder or Interested Party Communications | 8 | |||
| Shareholder Proposals and Nominations | 8 | |||
| Proposal No. 1: Election of Class B Directors | 9 | |||
| Information as to Directors and Nominees | 10 | |||
| Share Ownership | 12 | |||
| Principal Owners | 12 | |||
| Beneficial Ownership by Officers, Directors and Nominees | 13 | |||
| Directors’ Compensation Table | 15 | |||
| Compensation of Directors | 15 | |||
| Report of the Audit Committee | 16 | |||
| Compensation Discussion and Analysis | 17 | |||
| Executive Compensation | 23 | |||
| Principal Officers of the Bank and the Corporation | 34 | |||
| Legal Proceedings | 34 | |||
| Proposal No. 2: Ratification of Independent Registered Public | 35 | |||
| Section 16(a) Beneficial Ownership Reporting Compliance | 35 | |||
| 35 | ||||
| Other Matters | 36 |
PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS
OF FIRST KEYSTONE CORPORATION TO BE HELD ON MAY 17, 2011
GENERAL INFORMATION
Introduction, Date, Time and Place of Annual Meeting
First Keystone Corporation (the “Corporation”), a Pennsylvania business corporation and registered bank holding company, furnishes this Proxy Statement in connection with the solicitation, by its Board of Directors, of proxies to be voted at the Annual Meeting of Shareholders (the “Annual Meeting”) and at any adjournment or postponement of the Annual Meeting. The corporationCorporation will hold the meeting on Tuesday,Thursday, May 17, 2011,16, 2013, at
When we say “we”, “us”, “our” or the “Company”, we mean the Corporation on a consolidated basis with the Bank.
The principal executive office of the corporationCorporation is located at First Keystone Community Bank (the “Bank”), 111 West Front Street, Berwick, P.O. Box 289, Pennsylvania 18603. The bankBank is the sole, wholly-owned subsidiary of the corporation.Corporation. The telephone number for the corporationCorporation and the Bank is (570) 752-3671. All inquiries should be directed to Matthew P. Prosseda, President and Chief Executive Officer of the corporationCorporation and the bank.
Solicitation and Voting of Proxies
By properly completing and returning your proxy form,card, a shareholder is appointing the proxy holders to vote his or her shares as the shareholder specifies on the proxy. If a shareholder signs the proxy but does not make any selection, the proxy holders will vote the proxy:
Although the compensationBoard of Directors (the “Board”) knows of no other business to be presented at the Annual Meeting, in the event that any other matters are properly brought before the meeting, any proxy given pursuant to this solicitation will be voted in accordance with the recommendations of the named executive officers; and
The execution and return of your proxy card will not affect your right to attend the Annual Meeting and vote in person.
The corporationCorporation will pay the cost of preparing, assembling, printing, mailing and soliciting proxies and any additional material that the corporationCorporation may furnish shareholders in connection with the Annual Meeting. In addition to the use of the mail, directors, officers and employees of the corporationCorporation and the bankBank may solicit proxies personally, by telephone, telecopier or other electronic means. The corporationCorporation will not pay any additional compensation for the solicitation. The corporationCorporation will make arrangements with brokerage houses and other custodians, nominees and fiduciaries to forward proxy solicitation material to the beneficial owners and will reimburse them for their reasonable forwarding expenses.
| Page 3 |
Revocability of Proxy
A shareholder who returns a proxy may revoke the proxy at any time before it is voted only:
Voting Securities, Record Date and Quorum
At the close of business on March 22, 2011,12, 2013, the corporationCorporation had 5,444,2925,480,217 shares of common stock outstanding, par value $2.00 per share. Our common stock is the corporation’sCorporation’s only issued and outstanding class of stock. The corporationCorporation also had 243,475237,183 shares held in treasury, as issued but not outstanding shares on that date. The corporation’sCorporation’s Articles of Incorporation authorize the issuance of up to 10,000,00020,000,000 shares of common stock and up to 500,0001,000,000 shares of preferred stock. As of
Only shareholders of record as of the close of business on March 22, 201112, 2013, may vote at the Annual Meeting. Cumulative voting rights do not exist with respect to the election of directors. On all matters to come before the Annual Meeting, each shareholder is entitled to one vote for each share of common stock held on the record date.
Pennsylvania law and the bylaws of the corporationCorporation require the presence of a quorum for each matter that shareholders will vote on at the Annual Meeting. The presence, in person or by proxy, of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast constitutes a quorum for the transaction of business at the Annual Meeting. The corporationCorporation will count votes withheld and abstentions in determining the presence of a quorum for a particular matter. The corporationCorporation will not count broker non-votes in determining the presence of a quorum for a particular matter. A broker non-vote occurs when a broker nominee, holding shares for a beneficial owner, does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item, and has not received instructions from the beneficial owner. Those shareholders present, in person or by proxy, may adjourn the meeting to another time and place if a quorum is lacking.
Vote Required for Approval of Proposals
Assuming the presence of a quorum, the 24 nominees for director receiving the highest number of votes cast by shareholders will be elected. Votes withheld from a nominee and broker non-votes will not be cast for the nominee.
Assuming the presence of a quorum, ratification of the selection of independent public accountantsIndependent Accountants requires the affirmative vote of a majority of all votes cast by shareholders, in person or by proxy, on the matter. Abstentions and broker non-votes are not votes cast and therefore, do not count either for or against ratification. Abstentions and broker non-votes however, have the practical effect of reducing the number of affirmative votes required to achieveobtain a majority vote for each matter by reducing the total number of shares voted from which the majority is calculated.
Advisory Vote on Executive Compensation
At the Corporation’s 2011 Annual Meeting, the shareholders approved, on an advisory basis, the compensation of the named executive officers, as disclosed in the Corporation’s Proxy Statement for the 2011 Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission (the “SEC”), including the 2010 Summary Compensation Table and the other related tables and disclosures. The shareholders also voted to conduct an advisory vote on the Corporation’s executive compensation for named executive officers every three years.
| Page 4 |
Accordingly, the Board has determined that the next shareholder advisory vote on executive compensation will take place at the Corporation’s 2014 Annual Meeting, and the next shareholder advisory vote on the frequency by which shareholders will vote on executive compensation will take place at the 2017 Annual Meeting.
GOVERNANCE OF THE COMPANY
Our Board of Directors believes that the purpose of corporate governance is to ensure that we maximize shareholder value in a manner consistent with legal requirements and the highest standards of integrity. The Board has adopted and adheres to corporate governance practices which the Board and senior management believe promote this purpose and are sound and represent best practices.
Board Leadership Structure
The Corporation separates the roles of CEOChief Executive Officer (“CEO”) and Chairman of the Board (the “Chairman”) in recognition of the differences between the two roles. The CEO is responsible for setting the strategic direction for the corporationCorporation and the day to day operation and performance of the corporation,Corporation, while the Chairman of the Board provides guidance to the CEO, and sets the agenda for Board meetings and presides over meetings of the Board. Mr. Robert E. Bull, our Chairman, has been a director for over 5051 years, including serving as Chairman for the past 3031 years. The Board believes the separated roles of CEO and Chairman are in the best interest of shareholders because it promotes both strategic development and facilitates information flow between management and the Board, both essential for effective governance.
The corporation’sCorporation’s Board of Directors oversees all business, property and affairs of the corporation.Corporation. The Chairman and the corporation’sCorporation’s officers keep the members of the Board informed of the corporation’sCorporation’s business through discussions at Board meetings and by providing them with reports and other materials. The directors of the corporationCorporation also serve as the directors of the corporation’sCorporation’s wholly-owned bank subsidiary, First Keystone Community Bank, upon election by the corporation.
Currently, our Board of Directors has 9ten members. Based on the qualifications for independence established under the Securities and Exchange Commission (“SEC”)SEC and NASDAQ standards for independence, John E. Arndt, Don E. Bower, Joseph B. Conahan, Jr., Jerome F. Fabian, and David R. Saracino meet the standards for independence. Only independent directors serve on our Audit Committee.
In determining the directors’Directors’ independence, the Board of Directors considered loan transactions between the bankBank and the directors, their family members and businesses with whom they are associated, as well as any contributions made to non-profit organizations with whom they are associated.
Risk Management
The Board’s role in the corporation’sCorporation’s risk oversight process includes receiving regular reports from members of senior management on areas of material risk to the corporation,Corporation, including operational, financial, legal and regulatory, and strategic and reputational risks. The Board receives reports from the various committees of the Board. When a committee presents a report to the full Board, the Chairman of the relevant committee reports onleads the discussion to the full Board during the committee reports portion of the Board meetings.discussion. This enables to the Board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships. As part of its charter, the Audit Committee discusses ourthe policies with respect to risk assessment and management.
| Page 5 |
Diversity
In considering whether to recommend any candidate for inclusion in the Board’s slate of recommended director nominees, including candidates recommended by shareholders, the Board of Directors has determined that the Boardthey must have the right diversity. This includes the candidate’s integrity, business acumen, age, experience, commitment, diligence, conflicts of interest and the ability to act in the interests of all shareholders. The Board seeks nominees with a broad diversity of experience, professions, skills, geographic representation and backgrounds. Nominees are not discriminated against on the basis of race, religion, national origin, sexual orientation, disability or any other basis proscribed by law.
CODE OF ETHICS
As required by law and regulation, in 2003 wethe Corporation adopted ourthe Directors and Senior Management Code of Ethics (the “Code of Ethics”) to be applicable to our directors and senior officers.management. The Code of Ethics is posted on our website atwww.firstkeystonecorporation.com, which we filed with the SEC as exhibit 14 on Form 8-K on
COMMITTEES OF THE BOARD OF DIRECTORS
The corporation’s boardCorporation’s Board of directorsDirectors has, at present, an audit committee.
Audit Committee. Members of the Audit Committee, during 2010,2012, were David R. Saracino, Chairman, Don E. Bower, and Jerome F. Fabian, each of whom the Board of Directors has determined satisfies the SEC and NASDAQ independence and audit committee qualification standards. The Audit Committee met 5seven times during 2010.2012. The principal duties of the Audit Committee are set forth in its charter which is available on our website atwww.firstkeystonecorporation.com under the governance documents menu. The duties include reviewing significant audit and accounting principles, policies and practices, reviewing performance of internal auditing procedures, reviewing reports of examination received from regulatory authorities and recommending annually, to the Board, of Directors, the engagement of an independent certifiedregistered public accountant.
The Board of Directors has determined that David R. Saracino is an “audit committee financial expert” and “independent” as defined under applicable SEC and NASDAQ rules in 2010.2012. The Board deemed Mr. Saracino a “financial expert” as he possesses the following attributes:
Oversight of Executive Compensation and Director Nominations
During 2010,2012, the corporationCorporation did not have formal nominating or compensation committees. The Board determined that it is appropriate for the corporationCorporation not to have a nominating or compensation committee in view of the corporation’sCorporation’s relative size, stability of the corporation’sCorporation’s Board, of Directors, and the historic involvement of the entire Board in the director selection process and in the compensation process. Because there is no formal nominating or compensation committee, the corporationCorporation does not have a formal charter for such committees.
| Page 6 |
COMMITTEES OF THE BANK
The Bank’s board of directorsBoard maintains standing committees: trust, asset-liabilityasset/liability management, marketing, loan administration, human resources, buildingexecutive and executive.building. The composition of these committees is described below:
| Name | Trust | ALCO | Marketing | Loan Administration | Human Resources | Executive | Building | |||||||
| John E. Arndt | x | x | x | x* | x | x | ||||||||
| J. Gerald Bazewicz | x | x | x | x | x | |||||||||
| Don E. Bower | x | x* | x | x | ||||||||||
| Robert A. Bull | x | x | x | x | x* | |||||||||
| Robert E. Bull | x | x | x | x* | x | |||||||||
| Joseph B. Conahan, Jr. | x* | x | x | x | ||||||||||
| Jerome F. Fabian | x* | x | x | x | ||||||||||
| John G. Gerlach | x | x* | x | x | x | |||||||||
| David R. Saracino | x | x | x | x | x | |||||||||
Number of Meetings Held in 2010 | 12 | 4 | 3 | 3 | 1 | 0 | 3 |
| Name | Trust | ALCO | Marketing | Loan Administration | Human Resources | Executive | Building | |||||||
| John E. Arndt | X | X | X | X* | X | X | ||||||||
| J. Gerald Bazewicz | X | X | X | X | X | |||||||||
| Don E. Bower | X | X* | X | X | ||||||||||
| Robert A. Bull | X | X | X | X | X* | |||||||||
| Robert E. Bull | X | X | X | X* | X | |||||||||
| Joseph B. Conahan, Jr. | X* | X | X | X | ||||||||||
| Jerome F. Fabian | X* | X | X | X | ||||||||||
| John G. Gerlach | X | X* | X | X | X | X | ||||||||
| Matthew P. Prosseda | X | X | X | X | X | X | X | |||||||
| David R. Saracino | X | X | X | X | X | |||||||||
| Number of Meetings Held in 2012 | 12 | 5 | 4 | 4 | 2 | 0 | 1 |
*Denotes Chairman of the Respective Committee.
Trust Committee
- This committee ensures that all trust activities of theAsset/Liability Committee
(“ALCO”) - This committee reviews asset/liability committee reports and provides support and discretion in managing theMarketing Committee
- This committee provides guidance to management in formulating marketing/sales plans and programs to assist in evaluating the performance of theLoan Administration Committee
- This committee monitors loan review and compliance activities. Also, the committee ensures that loans are made and administered in accordance with the loan policy.Human Resources Committee
- This committee helps ensure that a sound human resources management system is developed and maintained. This committee determines compensation for non-executive officers and employees. The entire BoardExecutive Committee
- This committee exercises the authority of the Board of Directors in the management of the business of the| Page 7 |
Building Committee
- This committee makes recommendations to the Board relating to theBoard Meetings and Attendance
The members of the Board of Directors of the corporationCorporation also serve as members of the Board of Directors of First Keystone Communitythe Bank. During 2010,2012, the corporation’sCorporation’s Board of Directors held 712 meetings. Each of the directors attended at least 75% of the combined total number of meetings of the corporation’sCorporation’s Board of Directors and the committees of which he is a member. Although there is no formal policy, all directors are expected to attend the Annual Meeting of Shareholders.Meeting. All directorsDirectors attended the 20102012 Annual Meeting, of Shareholders.
SHAREHOLDER OR INTERESTED PARTY COMMUNICATIONS
The Board of Directors does not have a formal process for shareholders or interested parties to send communications to the Board. Due to the infrequency of shareholder or interested party communications to the Board, of Directors, the Board does not believe that a formal process is necessary.
Shareholders or interested parties who have concerns regarding accounting, improper use of Corporation assets, or ethical improprieties may report these concerns to the Audit Committee by sending an email to David R. Saracino, Audit Committee Chairman, atauditcommitteechairman@fkcbank.com.
SHAREHOLDER PROPOSALS AND NOMINATIONS
If a shareholder wants us to include a proposal in our proxy statementthe Proxy Statement for presentation at our 20122014 Annual Meeting, of Shareholders, the proposal must be received by us at our principal executive officesoffice at 111 West Front Street, P.O. Box 289, Berwick, Pennsylvania 18603, no later than December 8, 2011.November 29, 2013. Any proposal must comply with Securities and Exchange CommissionSEC regulations regarding the inclusion of shareholder proposals in corporation-sponsoredCorporation-sponsored proxy materials. If a shareholder proposal is submitted to the corporationCorporation after December 8, 2011,November 29, 2013, it is considered untimely; and, although the proposal may be considered at the annual meeting,Annual Meeting, the corporationCorporation is not obligated to include it in the 20122014 Proxy Statement.
The corporation’sCorporation’s Board of Directors nominates individuals for the position of director and considers diversity in identifying nominees for director. Neither the corporationCorporation nor the bankBank has a nominating committee. In addition, aA shareholder who desires to propose an individual for consideration by the Board of Directors as a nominee for director, should submit a proposal in writing to the Secretary of the corporationCorporation in accordance with Section 10.1 of the corporation’sCorporation’s bylaws. Any shareholder who intends to recommend nomination of any candidate for election to the Board of Directors must notify the Secretary of the corporationCorporation in writing not less than 12045 days prior to the date of any meeting of shareholders called for the election of directors and must provide the specific information listed in Section 10.1 of the bylaws. You may obtain a copy of the corporation’sCorporation’s bylaws by writing to John E. Arndt, Secretary, First Keystone Corporation, 111 West Front Street, P.O. Box 289, Berwick, Pennsylvania 18603. Specifically, a shareholder who recommends a director candidate for consideration to the Board of Directors must provide the candidate’s name, biographical data, and qualifications. A written statement from the candidate, consenting to be named as a candidate, and if nominated and elected to serve as a director, should accompany any such recommendation.
| Page 8 |
The process that the Board of Directors uses for identifying and evaluating nominees for director is as follows:follows. When there is a vacancy on the Board, either through the retirement of a director or the Board’s determination that the size of the Board should be increased, nominations to fill that vacancy are made by current directors on the Board. The name of any individual recommended by the directors is provided to Chairman Robert E. Bull, who contacts the prospective director nominee and generally meets with him or her. The members of the Board of Directors then may meet with the prospective director nominee. If a nominee is qualified and will make a positive addition to the Board, the Board of Directors then nominates the candidate.
PROPOSAL NO. 1: ELECTION OF CLASS CB DIRECTORS
The corporation’sCorporation’s bylaws provide that its Board of Directors will manage the corporation’sCorporation’s business. Sections 10.2 and 10.3 of the Bylawsbylaws provide that the number of directors on the Board will not be less than 7 nor more than 25 and that the Board of Directors will be classified into 3 classes, each class to be elected for a term of 3 years. Within the foregoing limits, the Board of Directors may, from time to time, fix the number of directors and their classifications. No person 75 years or older may serve as director, with the exception of Mr. Robert E. Bull. Section 11.1 of the bylaws require that a majority of the remaining members of the Board, of Directors, even if less than a quorum, will select and appoint directors to fill vacancies on the Board, and each person so appointed will serve as director until the expiration of the term of office of the class of directors to which he or she was appointed.
Section 10.3 of the bylaws provideprovides for a classified Board of Directors with staggered three-year terms of office. Accordingly, at the 20112013 Annual Meeting, of Shareholders, 2four Class CB Directors will be elected to serve for a three-year term and until their successors are properly elected and qualified. The Board of Directors of the corporationCorporation has nominated the current Class CB Directors to serve as Class CB Directors for the next three-year term of office. The nominees for reelection this year are as follows:
Joseph B. Conahan, Jr., director since 2007.
Each nominee has consented to serve a three-year term of office and until his successor is elected and qualified.
Unless otherwise instructed, the proxy holders will vote the proxies for the election of these 24 director nominees. If any nominee should become unavailable for any reason, proxies will be voted in favor of a substitute nominee named by the Board of Directors of the corporation.Corporation. A majority of the directors of the corporation,Corporation, in office, may appoint a new director to fill any vacancy occurring on the Board for any reason, and the new director will serve until the expiration of the term of the class of directors to which he or she was appointed.
The corporation’sCorporation’s Articles of Incorporation provide that cumulative voting rights willdo not exist with respect to the election of directors. Accordingly, each share of common stock entitles its owner to cast one vote for each nominee. For example, if a shareholder owns 10 shares of common stock, he or she may cast up to 10 votes for each director to be elected.
The Board of Directors recommends that shareholders voteFOR the election of the above-named director nominees.
| Page 9 |
INFORMATION AS TO DIRECTORS AND NOMINEES
The following selected biographical information about the directors and nominees for director is accurate as of March 22, 2011,1, 2013, and includes each person’s business experience for at least the past 5 years and the experience, qualifications and attributes or skills that led the board of directorsBoard to conclude that the person should serve as a director.
CURRENT CLASS C DIRECTORS WHOSE TERM EXPIRES IN 2011
AND NOMINEES FOR CLASS B DIRECTOR WHOSE TERM WILL EXPIRE IN 2016
| John E. Arndt | Mr. Arndt (age | |
| J. Gerald Bazewicz | Mr. Bazewicz (age | |
Robert E. Bull(1) | Mr. Bull (age | |
| Joseph B. Conahan, Jr. | Dr. Conahan (age | |
| CLASS C DIRECTORS WHOSE TERM EXPIRES IN 2014 | ||
| Don E. Bower | Mr. Bower (age 64), is the President and owner of Don E. Bower, Inc., an excavation contracting corporation located in Berwick, Pennsylvania. He has been a director of the Corporation and the Bank since 2001. Mr. Bower has successfully developed his business over 38 years and has strong executive leadership and management experience. | |
| Robert A. Bull(1) | Mr. Bull (age 60), is an attorney and partner at the law firm Bull, Bull, & McDonald, LLP. Mr. Bull has been a director of the Corporation and the Bank since 2006. He has been an attorney for 33 years and has become knowledgeable in banking since his law firm functions as the Corporation’s solicitor. | |
| Page 10 |
| Matthew P. Prosseda | Mr. Prosseda (age 51), serves as the President and Chief Executive Officer of the Corporation and the Bank, a position he has held since 2012. He has served as a director of the Corporation and the Bank since 2012. Previously, Mr. Prosseda was the Chief Executive Officer of the Corporation and the Bank from 2010 to 2012. Prior to that date, Mr. Prosseda served as Executive Vice President and Assistant Secretary from 2005 until 2010. | |
| CLASS A DIRECTORS WHOSE TERM EXPIRES IN 2015 | ||
| Jerome F. Fabian | Mr. Fabian (age 70), is the President and owner of Tile Distributors of America, Inc., located in Wilkes-Barre, Pennsylvania. He has served as a director of the Corporation and the Bank since 1998. Mr. Fabian has been a successful entrepreneur with extensive sales and marketing experience. | |
| John G. Gerlach | Mr. Gerlach (age 71), is the retired President of the Pocono division of First Keystone Community Bank and the former President of Pocono Community Bank. He has been a director of the Corporation and the Bank since 2007. Previously, he was a director of Pocono Community Bank since 1997. Mr. Gerlach has over 41 years of banking experience. He possesses strong banking knowledge and served on the Board of Directors of the Federal Reserve Bank of Philadelphia. | |
| David R. Saracino | Mr. Saracino (age 68), is the former Vice President, Cashier, and Chief Financial Officer of First Keystone Community Bank. Mr. Saracino has served as a director of the Corporation and the Bank since 2006. He has excellent accounting skills and has been deemed our “financial expert” on the Audit Committee of the Corporation. | |
(1)
Robert E. Bull is the father of Robert A. Bull.| Page 11 |
SHARE OWNERSHIP
Principal Owners
The following table sets forth, as of March 22, 2011,1, 2013, the name and address of each person who owns of record or who is known by the Board of Directors to be the beneficial owner of more than 5% of the corporation’sCorporation’s outstanding common stock, the number of shares beneficially owned by the person and the percentage of the corporation’sCorporation’s outstanding common stock so owned.
Percent of Outstanding | ||||||||
| Amount and Nature of | Common Stock | |||||||
| Name and Address | Beneficial Ownership1 | Beneficially Owned | ||||||
Berbank First Keystone Community Bank Trust Department 111 West Front Street Berwick, PA 18603 | 293,503 | 2 | 5.39 | % | ||||
| Percent of Outstanding | ||||||||
| Amount and Nature of | Common Stock | |||||||
| Name and Address | Beneficial Ownership1 | Beneficially Owned | ||||||
| Berbank | 273,1592 | 5.00 | % | |||||
| First Keystone Community Bank | ||||||||
| Trust Department | ||||||||
| 111 West Front Street | ||||||||
| Berwick, PA 18603 | ||||||||
___________________
1
The securities “beneficially owned” by an individual are determined in accordance with the definitions of “beneficial ownership” set forth in the General Rules and Regulations of the2
Nominee registration for the common stock held by the Trust Department of the| Page 12 |
Beneficial Ownership by Officers, Directors and Nominees
The following table sets forth, as of March 22, 2011,1, 2013, the amount and percentage of the outstanding common stock beneficially owned by each director, nominee for director, and other named executive officerofficers of the corporation.Corporation. The table also indicates the total number of shares owned by all directors, nominees for director, and named executive officers of the corporationCorporation and the bankBank as a group. A person owns his or her shares directly as an individual unless otherwise indicated.
| Number of | ||||||||
| Name | Shares Owned1, 2 | Percentage3 | ||||||
| Nominee for Class C Directors | ||||||||
| (to serve until 2014) | ||||||||
| And Class C Directors | ||||||||
| Don E. Bower | 69,535 | 4 | 1.28 | % | ||||
| Robert A. Bull | 77,913 | 5 | 1.43 | % | ||||
Class A Directors (to serve until 2012) | ||||||||
| Jerome F. Fabian | 43,616 | 6 | – | |||||
| John G. Gerlach | 9,477 | 7 | – | |||||
| David R. Saracino | 12,053 | 8 | – | |||||
Class B Directors (to serve until 2013) | ||||||||
| John E. Arndt | 10,636 | 9 | – | |||||
| J. Gerald Bazewicz | 39,214 | 10 | – | |||||
| Robert E. Bull | 179,554 | 11 | 3.30 | % | ||||
| Joseph B. Conahan, Jr. | 61,441 | 12 | 1.13 | % | ||||
| Other Named Executive Officers | ||||||||
| Matthew P. Prosseda | 6,151 | 13 | – | |||||
| Kevin L. Miller | 3,182 | 14 | – | |||||
| Diane C. Rosler | 2,747 | 15 | – | |||||
| Elaine A. Woodland | 1,879 | 16 | – | |||||
| All Directors and Executive | ||||||||
| Officers as a Group (14 Persons in Total) | 522,539 | 9.60 | % | |||||
| Number of | ||||||||
| Name | Shares Owned1, 2 | Percentage3 | ||||||
| Nominees for Class B Directors | ||||||||
| (to serve until 2016) | ||||||||
| And Class B Directors | ||||||||
| John E. Arndt | 17,716 | 4 | — | |||||
| J. Gerald Bazewicz | 33,684 | 5 | — | |||||
| Robert E. Bull | 161,127 | 6 | 2.94 | % | ||||
| Joseph B. Conahan, Jr. | 61,641 | 7 | 1.12 | % | ||||
| Class C Directors (to serve until 2014) | ||||||||
| Don E. Bower | 87,164 | 8 | 1.59 | % | ||||
| Robert A. Bull | 88,418 | 9 | 1.61 | % | ||||
| Matthew P. Prosseda | 7,659 | 10 | — | |||||
| Class A Directors (to serve until 2015) | ||||||||
| Jerome F. Fabian | 47,749 | 11 | — | |||||
| John G. Gerlach | 9,477 | 12 | — | |||||
| David R. Saracino | 8,825 | 13 | — | |||||
| Named Executive Officers | ||||||||
| Kevin L. Miller | 3,321 | 14 | — | |||||
| Diane C. A. Rosler | 2,810 | 15 | — | |||||
| Elaine A. Woodland | 2,273 | 16 | — | |||||
| Barbara J. Robbins | 5,293 | 17 | — | |||||
| All Directors and Named Executive | ||||||||
| Officers as a Group (14 Persons in Total) | 537,157 | 9.80 | % | |||||
1The securities “beneficially owned” by an individual are determined in accordance with the definitions of “beneficial ownership” set forth in the General Rules and Regulations of the Securities and Exchange CommissionSEC and may include securities owned by or for the individual’s spouse and minor children and any other relative who has the same home, as well as securities to which the individual has or shares voting or investment power or has the right to acquire beneficial ownership within 60 days after March 22, 2011.1, 2013. Beneficial ownership may be disclaimed as to certain of the securities.
2
Information furnished by the directors and the3
Less than 1% unless otherwise indicated.4
Includes| Page 13 |
5Includes 26,593 shares held individually by Mr. Bazewicz, 6,559 shares held jointly with his spouse and 797 shares held as custodian for his grandchildren.
6
Includes7Includes 41,449 shares held individually by Dr. Conahan and 19,99220,192 shares held jointly with his spouse.
8Includes 3,31485,503 shares held individually by Mr. Bower, 787 shares held jointly with his spouse, and 874 shares held as custodian for his grandchildren. Includes 20,139 pledged shares.
9Includes 33,192 shares held individually by Mr. R.A. Bull, 5,462 shares held by Bull, Bull & McDonald, LLP, a law firm of which Mr. Bull is a partner, 40,704 shares held jointly with his spouse, and 9,060 shares held individually by his spouse.
10Includes 5,545 shares held individually by Mr. Prosseda 1,562and 2,114 shares held in his bankBank 401(k) plan.
11Includes 9,173 shares held individually by Mr. Fabian, 17,632 shares by the Jerome F. Fabian Trust Under Agreement for which Mr. Fabian exercises dispositive power, and 20,944 shares held jointly with his spouse.
12Includes 1,250 shares held individually by Mr. Gerlach and 8,227 shares held jointly with his spouse.
13Includes 8,825 shares held individually by Mr. Saracino.
14Includes 1,054 shares held individually by Mr. Miller, 980 shares held in his Bank 401(k) plan and 1,2751,287 shares which may be purchased upon the exercise of stock options.
15Includes 5961,199 shares held individually by Mr. Miller, 906Ms. Rosler, 824 shares held in her bankBank 401(k) plan and 1,680787 shares which may be purchased upon the exercise of stock options.
16Includes 412 shares held individually by Ms. Rosler, 761 shares held in her bank 401(k) plan and 1,574 shares which may be purchased upon the exercise of stock options.
17Includes 1,613 shares held individually by Ms. Robbins, 390 shares held jointly with her spouse, 2,003 shares held in her Bank 401(k) plan and 1,287 shares which may be purchased upon the exercise of stock options.
| Page 14 |
DIRECTORS’ COMPENSATION TABLE
| Name | Fees Earned or Paid in Cash ($) | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Non-qualified Deferred Compensation Earnings | All Other Compensation ($) | Total ($) | ||||||||||||
| John Arndt | 29,500.00 | — | — | — | — | — | 29,500.00 | ||||||||||||
| Don E. Bower | 29,100.00 | — | — | — | — | — | 29,100.00 | ||||||||||||
| Robert A. Bull | 31,550.00 | — | — | — | — | — | 31,550.00 | ||||||||||||
| Robert E. Bull | 35,350.00 | — | — | — | — | — | 35,350.00 | ||||||||||||
| Joseph B. Conahan, Jr. | 28,750.00 | — | — | — | — | — | 28,750.00 | ||||||||||||
| Jerome F. Fabian | 26,300.00 | — | — | — | — | — | 26,300.00 | ||||||||||||
| David R. Saracino | 40,150.00 | — | — | — | — | — | 40,150.00 | ||||||||||||
| Name | Fees Earned or Paid in Cash ($) | Stock Awards | Option Awards | Non-Equity Incentive Plan Compen- sation | Change in Pension Value and Non-qualified Deferred Compen- sation Earnings | All Other Compen -sation ($) | Total ($) | |||||||||||||||||||||
| John E. Arndt | 37,400 | — | — | — | — | — | 37,400 | |||||||||||||||||||||
| J. Gerald Bazewicz | 34,800 | — | — | — | 28,505 | 45,000 | 1 | 108,305 | ||||||||||||||||||||
| Don E. Bower | 34,400 | — | — | — | — | — | 34,400 | |||||||||||||||||||||
| Robert A. Bull | 38,800 | — | — | — | — | — | 38,800 | |||||||||||||||||||||
| Robert E. Bull | 41,100 | — | — | — | — | — | 41,100 | |||||||||||||||||||||
| Joseph B. Conahan, Jr. | 34,800 | — | — | — | — | — | 34,800 | |||||||||||||||||||||
| Jerome F. Fabian | 32,800 | — | — | — | — | — | 32,800 | |||||||||||||||||||||
| John G. Gerlach | 36,400 | — | — | — | — | — | 36,400 | |||||||||||||||||||||
| David R. Saracino | 34,800 | — | — | — | 14,802 | 28,000 | 1 | 77,602 | ||||||||||||||||||||
1Represents deferred compensation payments made under a salary continuation agreement.
Compensation of Directors
During 2010,2012, each member of the corporation’sCorporation’s Board of Directors received $700$800 for his attendance at the Annual Meeting. Other corporate Board meetings met concurrently with the bank’sBank’s Board, and directors received no additional compensation. The bank’sBank’s directors received $700$800 for each directors’ meeting attended. Non-employee directors received a $5,000 retainer and $350$400 for each committee meeting attended. Chairman Bull received an annual stipend of $1,000$1,500 and Secretary Arndt received an annual stipend of $750.$1,000. Each director is entitled to reimbursement for out-of-pocket expenses to attend meetings. In addition, Mr. Saracinoeach director received compensation in the amount of $10,000 for his role as chair of the audit committee in 2010.a $1,000 bonus. In the aggregate, the Board of Directors received $261,050$339,100 for all Board of Directors’ meetings and committee meetings attended in 2010,2012, including all fees and stipends paid to all directors in 2010.
Messrs. Bazewicz and Saracino are parties to salary continuation agreements which were entered into when each respective individual was a key employee of the Bank. Both agreements vested upon the executive’s retirement after age 60. Both individuals receive benefits for a total of twenty years in the amount disclosed above.
| Page 15 |
REPORT OF THE AUDIT COMMITTEE
The Audit Committee oversees the corporation’sCorporation’s financial reporting process on behalf of the Board of Directors.Board. In that connection, the committee, along with the Board, of Directors, has formally adopted an audit committee charter setting forth its responsibilities.
Management has the primary responsibility for the financial statements and the reporting process including the systems of internal control. In fulfilling its oversight responsibilities, the committee reviewed the audited financial statements in the Annual Report on Form 10-K 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 committee reviewed with the independent public accountants,Independent Accountants, who are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of the corporation’sCorporation’s accounting principles and such other matters as are required to be discussed with the committee under generally accepted auditing standards. In addition, the committee has discussed with the independent public accountants,Independent Accountants, their independence from management and the corporationCorporation including the matters in written disclosures required by the statement on Auditing Standards No. 61, as amended, as adopted by the Public Company Accounting Oversight Board in Rule 3200T and considered the compatibility of non-audit services with the accountants’ independence.
The committee discussed the overall scope and plans for their audits with the corporation’sCorporation’s internal auditors and independent accountants.Independent Accountants. The committee meets with the internal auditors and independent accountants,Independent Accountants, with and without management present, to discuss the results of their examinations, their evaluations of the corporation’sCorporation’s internal controls and the overall quality of the corporation’sCorporation’s financial reporting. The corporationCorporation believes that it has established appropriate policies and procedures to comply with requirements of the Sarbanes-Oxley Act of 2002. The committee held 47 meetings during fiscal year 2010 in addition to reviewing the quarterly results with the financial accountants prior to press release.
With respect to the corporation’s outside auditors,Corporation’s Independent Accountants, the committee, among other things, discussed with J.H. Williams & Co., LLP matters relating to its independence, including the written disclosures made to the committee by the outside auditorsIndependent Accountants and the letter from the outside auditorsIndependent Accountants as required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’sIndependent Accountant’s communications with the audit committeeAudit Committee concerning independence.
In reliance on the reviews and discussions referred to above, the committee recommended to the Board of Directors (and the Board has approved) that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 20102012 for filing with the Securities and Exchange Commission.SEC. The committee and the Board of Directors have also approved the selection of the corporation’s independent public accountantsCorporation’s Independent Accountants for 2011.
| Page 16 |
Aggregate fees billed to the corporationCorporation and the bankBank by J. H. Williams & Co., LLP for services rendered during the years ended December 31, 20102012 and 20092011 were as follows:
| Year Ended December 31, | ||||||||
| 2012 | 2011 | |||||||
| Audit fees1 | $ | 106,908 | $ | 106,838 | ||||
| Tax fees2 | 10,000 | 10,000 | ||||||
| Total | $ | 116,908 | $ | 116,838 | ||||
| Year Ended December 31, | ||||||||
| 2010 | 2009 | |||||||
Audit fees1 | $ | 100,500 | $ | 101,500 | ||||
| Audit related fees | 0 | 0 | ||||||
Tax fees2 | 9,500 | 8,500 | ||||||
| All other fees | 0 | 0 | ||||||
| Total | $ | 110,000 | $ | 110,000 | ||||
1Audit Fees include fees billed for professional services rendered for the audit of annual financial statement and fees billed for the review of financial statements included in First Keystonethe Corporation’s Forms 10-Q or services that are normally provided by J. H. Williams & Co., LLP in connection with statutory and regulatory filings or engagements.
2
Tax Fees include fees billed for professional services rendered by J. H. Williams & Co., LLP for tax compliance. These services include preparation of Federal and State Annual Tax Returns for theAudit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor
The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent public accounts.Independent Accountants. These services may include audit services, audit related services, tax services, and other services. The Audit Committee has adopted a policy for the pre-approval of services provided by the independent public accountants.Independent Accountants. Under the policy, pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is subject to a specific Board approved budget. In addition, the Audit Committee may also pre-approve particular services on a case by case basis. For each proposed service, the independent auditorIndependent Accountant is required to provide a detailed engagement letter.
The committee is comprised of 3three directors, all of whom are considered “independent” as defined by SEC Rules and NASDAQ listing standards. The Board of Directors has determined that no member of the committee has a relationship with the corporationCorporation that should interfere with his independence from the corporationCorporation or its management.
The foregoing report has been furnished by the current members of the committee.
| Members of the Audit Committee | |
| David R. Saracino, Chairman | |
| Don E. Bower | |
| Jerome F. Fabian |
COMPENSATION DISCUSSION AND ANALYSIS
Introduction
The Board of Directors serves as the Compensation Committee for the Bank and develops the bank’sBank’s and the corporation’sCorporation’s executive compensation policy, withpolicy. The Board also determines the guidance ofnamed executive officers’ individual compensation. For 2012, the Human Resources Committee. The Human Resources Committee consists of independent directorsnamed executive officers were Matthew P. Prosseda, Kevin L. Miller, Diane C.A. Rosler, Elaine A. Woodland and the Chief Executive OfficerBarbara J. Robbins.
| Page 17 |
Compensation Objectives and helps ensure that a sound human resources management system is developed and maintained.
For the fiscal year 2010,2012, executive compensation included base salary, the opportunity for cash bonuses and the ability to participate in the Bank’s health and welfare plans and pension plans. the Bank’s retirement plan.
The compensation program is designed to reward the named executive officers based on their level of assigned management responsibilities and individual performance levels.
The basic mission of the corporation’sCorporation’s executive compensation policy is to provide executives with a competitive compensation package that attracts and retains qualified executives while placing a portion of total pay at risk. AtThe at risk elementselement of compensation, the Management Incentive Compensation Plan, may have no value or may be worth less than the target value if goals are not met. At risk compensation includes the Management Incentive Compensation Plan.
Executive Officers’ Role in Determining Compensation
The Board, acting as the Compensation Committee, considers information provided by the Chief Executive Officer in determining the appropriate level of compensation for other executives.named executive officers. Individual performance objectives are set by the Chief Executive Officer and a year-end appraisal on each named executive isofficer prepared andby the Chief Executive Officer is reviewed by the Board of Directors.Board. No named executive officer other than the Chief Executive Officer attends those portions of the Board meetings during which the performance of the other named executive officers is evaluated or their compensation is being determined.
The Chief Executive Officer is not present during the Board’sCompensation Committee’s discussion of his performance and compensation.
Compensation Consultant
In 2012, a compensation consultant for the bank.
Benchmarking
The Compensation Committee reviewed the data contained in the Survey. The Survey provides information in ranges by job position. The peer group of financial institutions chosen by the Board of Directors for purposes of making a comparative analysis of executive compensation does include some of the same financial institutions incorporated in the peer group established to compare shareholder returns as indicated in the performance graph included in the Annual Report on Form 10-K.
| Page 18 |
The financial institutions chosen to benchmarkfor the Survey included (11)nine banks and (1) thrift with assets generally between $500 million and $1 billion with headquarters located in Northeastern and Central Pennsylvania. The financial institutionsThey included:
| • | 1st Summit Bank (Johnstown) |
Penn Security Bank & Trust (Scranton)
After reviewing the benchmarking, after reviewing base salaries and benefits provided in the Survey, no adjustments to compensation were necessarymade in 2010,2012, other than the normal annual salary increases. The goal of First Keystonethe Corporation is to compensate at approximately the average range mid pointmid-point for each job classification with the at risk portion of compensation for the executives to reward favorable overall bank earnings performance. The named executive officer positions were reviewed were all inand three of the mid-point range except for the Chief Financial Officer, which wasfive fall below the mid-point range becauserange.
Shareholder Vote
The Compensation Committee reviewed and considered the shareholder response to the Say-On-Pay Vote at the 2012 Annual Meeting. Based upon the results of the limited amountshareholder Say-On-Pay Vote, the Compensation Committee acknowledged the shareholders’ approval of time the present CFO served in this position.
Base Salary
The executive compensation established by the Board of DirectorsCompensation Committee is based upon its overall subjective assessment of the value of the services provided by each named executive officer with consideration given to performance factors and peer group compensation information.
For the base salary paid to named executive officers other than the Chief Executive Officer, the Board of DirectorsCompensation Committee considers information provided by the Chief Executive Officer as to each executive officer’s level of individual performance, contribution to the organization, scope of responsibilities, salary history and general market levels gathered from the compensation surveys. Survey.
For the base salary paid to the Chief Executive Officer, the Board of Directors,Compensation Committee, with the Chief Executive Officer not being present, considers his performance level, the results of management decisions made by him and the earnings of the organization. The Board of DirectorsCompensation Committee reviews the return on assets and return on equity when determiningmaking the subjective determination of whether or not the Chief Executive Officer’s base pay should be at the median, below the median, or above the median provided in the compensation surveys.survey. No particular weight is assigned to any of the foregoing individual performance factors and no specific performance targets are used in determining whether an increase in base salary is warranted.
| Page 19 |
Decisions regarding base salary are made without consideration of other forms of compensation provided. Bonuses and long-term incentive awards are intended to provide additional incentive to the executivesnamed executive officers to achieve a higher level of success. Adjusting the base salary to correspond with the amount of the bonuses and long-term incentive awards would defeat the purpose of having at risk compensation.
Cash Bonuses
The purpose of the Management Incentive Compensation Plan (the “Plan”) is to provide incentives and awards to top management employees who, through high levels of performance, contribute to the success and profitability of the bank. Participation in the Plan is limited to the executive management team. This management team includes the following functional job titles: Chief Executive Officer, Chief Operating Officer, Senior Vice President and Chief Financial Officer, Senior Vice President and Deposit Operations Manager, and Executive Vice President and Director of Lending. The bonus planmanagement incentive pool created after the achievement of a required budget net income is distributed to the executive management team as follows:
| Chief Executive Officer | 45 | % | ||
| Chief Operating Officer | 25 | % | ||
| Senior Vice President and Chief Financial Officer | 10 | % | ||
| Senior Vice President and Deposit Operations Manager | 10 | % | ||
| Executive Vice President and Director of Lending | 10 | % |
The Plan serves as short term incentivesa short-term incentive that alignaligns executive pay with the annual performance of the corporationCorporation and is earned through the achievement of overall annual earnings objectives. It aligns management’s interests with those of the shareholders because, generally, the higher the net income for the year, the larger the bonuses paid to management. The Plan is also designed to support organizational objectives and financial goals, as defined by the bank’sBank’s Strategic and Financial Plans, by making available additional, variable and contingent incentive compensation. The required budget net income figure has generally been 5% to 10% over the previous year’s net income for the corporation.
The Plan is also established to augment regular salary and benefits programs already in existence. It is not meant to be a substitute for salary increases, but as a supplement to salary, and, as stated earlier, as an incentive for performance that contributes to outstanding levels of achievement.
Supplemental Employee Retirement Plan
The Supplemental Employee Retirement Plan (“SERP”(the “SERP”) rewards certain named executive officers for their long-term contributions to the bank. Additionally, toTo encourage the executivesMr. Prosseda and Ms. Woodland to continue their employment with the corporationCorporation until retirement, the BoardCompensation Committee believed it to be in the best interests of the corporationCorporation and Bank to enter into salary continuation agreements with them. The agreements were also established to reward certain executivesthem for past and future services to the corporation.Corporation. The BoardCompensation Committee believes the income benefit amounts are reasonable and consistent with the compensation standards of Section 39 of the Federal Deposit Insurance Company Improvement Act of 1991 and the related implementing regulations.
Employee Benefits Provided to serve as an officerEligible Employees
All named executive officers participate in the Bank’s retirement plan and health and welfare plans that are offered to other eligible employees of the bank until a stated retirement age of 60 years (for Bazewicz), 62 years (for Prosseda),Bank. Retirement and 63 years (for Woodland), the bank will pay 240 guaranteed consecutive monthly payments to Bazewicz and Prosseda, and 180 guaranteed consecutive monthly payments to Woodland commencing on the first day of the month following the officer’s retirement age and the termination of employment in the amounts indicated in this proxy. Generally, no benefit will be paid if the executive officer voluntarily terminates employment prior to attaining the stated retirement age. The Board determined that it is in the best interests of the corporation to finance the SERP benefits by purchasing life insurance on the lives of certain executives.
| Page 20 |
Retirement Plan
The Compensation Committee believes that it is essential for employees to save for retirement and as such has provided all employees a vehicle through which to do so by maintaining a 401(k) plan, which has a combined tax qualified savings feature and profit sharing feature.
Health and Welfare Plans
Group life insurance, group disability, vision benefits and health insurance are available to all employees, as well isas an IRS Section 125 plan. Such plans are standard in the industry and in the geographic area for all industries and necessary to compete for talented employees at all levels of the corporation.Corporation. Named executivesexecutive officers participate in these plans under the same terms and conditions as other employees.
Health insurance premiums are partially paid by employees through payroll deductions for the employee share of the health care cost.
Triggering Events In Contracts
Presently, there are no named executive officers who are parties to employment or consulting agreements with the corporation.
Under the Supplemental Executive Retirement PlansSERP to which both Mr. BazewiczProsseda and Mr. ProssedaMs. Woodland are parties, the triggering events are change of control, retirement, disability, involuntary termination and death.
The Compensation Committee believes that the triggering events in these agreements are appropriate in that they encourage executives to act in the best interests of the shareholders in evaluating any change of control opportunities and it keeps the executives focused on running the corporationCorporation in the face of real or rumored corporate transactions. The Compensation Committee also believes that it is appropriate to provide the executivesnamed executive officers a benefit under the Supplemental Executive Retirement PlanSERP in the event the executive becomes disabled and a benefit to his or her beneficiaries in the event of thishis or her death as consideration for the executive’s past employment with the bank.Bank. Additionally, as the Supplemental Executive Retirement PlanSERP is a benefit upon which the executive will rely upon for retirement income, the bank also believesCompensation Committee understands that it is important to provide the executive with a reduced benefit under the Supplemental Executive Retirement PlanSERP if the executive is terminated without cause before retirement age.
Accounting and Tax Treatments
Sections 162(m) of the Internal Revenue Code generally limits the tax deductibility of compensation paid in one year to highly compensated employees to $1 million. Performance-based compensation is not subject to the limits on deductibility of Section 162(m) provided such compensation meets certain requirements. The Compensation Committee strives to provide the named executive officers with compensation which will preserve the tax deductibility of compensation paid. Given the current level of compensation, the Compensation Committee does not feel that it is necessary to have a formal policy with regard to Section 162(m).
Material Differences in Named Executive Officers’ Compensation
The Named Executive Officersnamed executive officers are compensated based upon their respective position and longevity with the bank. Mr. Gerlach’s compensationBank. All named executive officers participate in 2007the retirement and 2008 was determined after negotiations between Mr. Gerlach andhealth insurance benefits provided to all employees on the corporation during merger negotiations. Mr. Gerlach’s compensation also takes into consideration his previous rolesame terms as president of Pocono Community Bank. As mentioned earlier, theall other employees. The difference in the named executive officers’ base salary is premised upon their position, experience, and individual performance.
| Page 21 |
Conclusion
The Compensation Committee believes the amount and types of compensation provided to the Executivesnamed executive officers are competitive and appropriate for First Keystonethe Corporation to attain its short and long-term objectives and goals. The compensation programs are designed to provide an incentive to the Executivenamed executive officers on both a short-term and long-term basis. The programs have been tailored by First Keystonethe Corporation so that the various elements of compensation align the interests of our shareholders and those of the Executivesnamed executive officers to maximize shareholder value.
Compensation Committee Report
The Board, of Directorsacting as the Compensation Committee, has reviewed and discussed the Compensation Discussion and Analysis with management, and based on the review and discussions, the Board of Directors concluded that the Compensation Discussion and Analysis be included in the corporation’s proxy statement.
Board of Directors
| Robert E. Bull, Chairman | Robert A. Bull |
| J. Gerald Bazewicz, Vice Chairman | Dr. Joseph B. Conahan, Jr. |
| Jerome F. Fabian | |
| John E. Arndt, Secretary | John G. Gerlach |
| Don E. Bower | David R. Saracino |
Compensation Committee Interlocks and Insider Participation
The Board, of Directors, which includes J. Gerald Bazewicz,Matthew P. Prosseda, President and Chief Executive Officer, functions as the Compensation Committee. For compensation paid to executive officers other than the Chief Executive Officer, the Board of Directors considers information provided by the Chief Executive Officer.
Executive Compensation
During the beginning of 2010,2012, the Board of Directors conducted a risk assessment of the bank’sBank’s compensation program. The Board concluded that the program is balanced, does not motivate imprudent risk taking, and is not reasonably likely to have a material adverse effect on the bank.
The table below shows information concerning the annual and long-term compensation for services rendered in all capacities to the corporationCorporation and the bankBank for the fiscal year ended
| Page 22 |
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
| Change in | |||||||||||||||||
| Pension | |||||||||||||||||
| Value and | |||||||||||||||||
| Nonqualified | |||||||||||||||||
| Deferred | |||||||||||||||||
| Name and | Stock | Option | Compensation | All Other | |||||||||||||
| Principal | Salary | Bonus | Awards | Awards | Earnings | Compensation | Total | ||||||||||
| Position | Year | ($) | ($)1 | ($) | ($)2 | ($) | ($) | ($) | |||||||||
| J. Gerald Bazewicz | 2010 | 210,058 | 25,313 | — | — | — | 42,156 | 3 | 277,527 | ||||||||
| President | 2009 | 215,000 | — | — | — | — | 44,400 | 3 | 259,400 | ||||||||
| 2008 | 203,000 | 24,975 | — | 2,884 | 68,079 | 35,900 | 3 | 334,838 | |||||||||
| Matthew P. Prosseda | 2010 | 169,539 | 22,500 | — | — | 24,709 | 16,954 | 4 | 233,702 | ||||||||
| Chief Executive Officer | 2009 | 157,000 | — | — | — | 23,272 | 17,691 | 4 | 197,963 | ||||||||
| 2008 | 151,000 | 13,875 | — | 2,163 | 21,921 | 15,100 | 4 | 204,059 | |||||||||
| Diane C.A. Rosler | 2010 | 85,654 | 7,500 | — | — | — | 8,566 | 5 | 101,720 | ||||||||
| Chief Financial Officer | 2009 | 80,000 | — | — | — | — | 8,793 | 5 | 88,793 | ||||||||
| 2008 | 69,558 | 5,550 | — | — | — | 6,956 | 5 | 82,064 | |||||||||
| Kevin L. Miller | 2010 | 99,038 | 10,313 | — | — | — | 9,904 | 6 | 119,255 | ||||||||
| Chief Operating Officer | 2009 | 98,038 | — | — | — | — | 10,359 | 6 | 108,397 | ||||||||
| 2008 | 87,231 | 5,550 | — | 1,442 | — | 8,723 | 6 | 102,946 | |||||||||
| Elaine A. Woodland | 2010 | 132,500 | — | — | — | 13,531 | 13,250 | 7 | 159,281 | ||||||||
| Senior Vice President | 2009 | 131,758 | — | — | — | 12,745 | 13,176 | 7 | 157,679 | ||||||||
| 2008 | 92,300 | — | — | 1,442 | 7,090 | 9,230 | 7 | 110,062 | |||||||||
| John G. Gerlach | 2010 | 75,000 | — | — | — | — | 26,700 | 8 | 101,700 | ||||||||
| President, Pocono Division | 2009 | 142,789 | — | — | — | — | 34,179 | 8 | 176,968 | ||||||||
| 2008 | 275,913 | — | — | 2,163 | — | 38,600 | 8 | 316,676 |
| Name and Principal Position | Year | Salary ($) | Bonus ($)1 | Stock Awards ($) | Option Awards ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||||
| Matthew P. Prosseda | 2012 | 210,000 | 30,060 | — | — | 27,850 | 38,175 | 2 | 306,085 | |||||||||||||||||||||||
| Chief Executive Officer | 2011 | 198,462 | 33,750 | — | — | 26,232 | 22,649 | 2 | 281,093 | |||||||||||||||||||||||
| 2010 | 169,539 | 22,500 | — | — | 24,709 | 16,954 | 2 | 233,702 | ||||||||||||||||||||||||
| Diane C. A. Rosler | 2012 | 108,000 | 6,680 | — | — | — | 11,550 | 3 | 126,230 | |||||||||||||||||||||||
| Chief Financial Officer | 2011 | 100,000 | 7,500 | — | — | — | 11,019 | 3 | 118,519 | |||||||||||||||||||||||
| 2010 | 85,654 | 7,500 | — | — | — | 8,566 | 3 | 101,720 | ||||||||||||||||||||||||
| Kevin L. Miller | 2012 | 134,640 | 16,700 | — | — | — | 15,339 | 4 | 166,679 | |||||||||||||||||||||||
| Chief Operating Officer | 2011 | 119,938 | 18,750 | — | — | — | 13,351 | 4 | 152,039 | |||||||||||||||||||||||
| 2010 | 99,038 | 10,313 | — | — | — | 9,904 | 4 | 119,255 | ||||||||||||||||||||||||
| Elaine A. Woodland | 2012 | 142,695 | 6,680 | — | — | 15,252 | 15,020 | 5 | 179,647 | |||||||||||||||||||||||
| Director of Lending | 2011 | 135,131 | 7,500 | — | — | 14,366 | 13,851 | 5 | 170,848 | |||||||||||||||||||||||
| 2010 | 132,500 | — | — | — | 13,531 | 13,250 | 5 | 159,281 | ||||||||||||||||||||||||
| Barbara J. Robbins | 2012 | 91,800 | 6,680 | — | — | — | 9,930 | 6 | 108,410 | |||||||||||||||||||||||
| Deposit Operations Manager | 2011 | 85,000 | 7,500 | — | — | — | 9,481 | 6 | 101,981 | |||||||||||||||||||||||
| 2010 | 80,000 | 7,500 | — | — | — | 8,000 | 6 | 95,500 | ||||||||||||||||||||||||
1
Bonus earned in 2012 paid in 2013, bonus earned in 2011 paid in 2012 and bonus earned in 2010 paid in2
3Amounts shown for Ms. Rosler in 2012 include $3,465 401(k) matching and $8,085 401(k) profit sharing award, in 2009 $5,3072011 $3,225 401(k) matching contribution and $12,384$7,794 401(k) profit sharing award and in 2008 $4,530 401(k) matching contribution and $10,570 401(k) profit sharing award.
4Amounts shown for Mr. Miller in 2012 include $4,602 401(k) matching and $10,737 401(k) profit sharing award, in 2009 $2,6382011 $3,908 401(k) matching contribution and $6,155$9,443 401(k) profit sharing award and in 2008 $2,087 401(k) matching contribution and $4,869 401(k) profit sharing award.
5Amounts shown for Ms. Woodland in 2012 include $4,506 401(k) matching and $10,514 profit sharing award, in 2009 $3,1082011 $4,054 401(k) matching contribution and $7,251$9,797 401(k) profit sharing award and in 2008 $2,617 401(k) matching contribution and $6,106 401(k) profit sharing award.
6 Amounts shown for Ms. Robbins in 2012 include $2,979 401(k) matching and $6,951 401(k) profit sharing award, in 2009 $3,9532011 $2,775 401(k) matching contribution and $9,223$6,706 401(k) profit sharing award and in 2008 $2,7692010 $2,400 401(k) matching contribution and $6,461$5,600 401(k) profit sharing award.
| Page 23 |
401(k) Plan
The bankBank maintains a 401(k) Plan which has a combined tax qualified savings feature and profit sharing feature. The plan provides benefits to employees who have completed at least one year of service and are at least 21 years of age. The plan agreement provides that the bankBank will match employee deferrals to the plan up to 3% of their respective eligible compensations. Additionally, the bankBank may make a discretionary profit sharing contribution annually to the plan. Contributions made by the bankBank to the plan are allocated to participants in the same portionsportion that each participant’s compensation bears to the aggregate compensation of all participants. Each participant in the plan is 100% vested at all times. Benefits are payable under the plan upon termination of employment, disability, death or retirement.
Of the $584,700$678,000 total expenses during 2010, $61,1142012, $76,214 was credited among the individual accounts of the 4 most highly compensated5 named executive officers of the bank. Of the $61,114, Mr. Bazewicz was credited with $21,006,Bank: Mr. Prosseda with $16,954,$24,375, Ms. Rosler with $11,550, Mr. Miller with $9,904, and$15,339, Ms. Woodland with $13,250.$15,020 and Ms. Robbins with $9,930. Mr. BazewiczProsseda has been a member of the plan for 257 years, Mr. ProssedaMs. Rosler for 521 years, Mr. Miller for 2527 years, Ms. Woodland for 5 years and Ms. WoodlandRobbins for 327 years.
Aggregated Options, Grants or Exercises in 20102012 Year-End Option Values
There were no grants or exercises of stock options by the named executive officer under the 1998 Stock Incentive Plan.
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 20102012
The Corporation’s 1998 Stock Option Plan expired in 2008. Under the terms of the plan, options were granted for shares of the Corporation’s common stock based on the market value at the date of grant and may be exercised six months after date of grant. There are no plan provisions for reload or tax-reimbursement features. The closing price of the stock as of December 31, 2012 was $24.30.
| Page 24 |
| Option Awards | ||||||||||||||||||||
| Name | Number of Securities Underlying Unrestricted Options (#) Exercisable | Number of Securities Underlying Unrestricted Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unrestricted Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | |||||||||||||||
| Matthew P. Prosseda | — | — | — | — | — | |||||||||||||||
| Chief Executive Officer | ||||||||||||||||||||
| Diane C. A. Rosler | 787 | — | — | 21.11 | 09/23/13 | |||||||||||||||
| Chief Financial Officer | ||||||||||||||||||||
| Kevin L. Miller | 787 | — | — | 21.11 | 09/23/13 | |||||||||||||||
| Chief Operating Officer | 500 | — | — | 16.75 | 12/27/17 | |||||||||||||||
| Elaine A. Woodland | 500 | — | — | 16.75 | 12/27/17 | |||||||||||||||
| Director of Lending | ||||||||||||||||||||
| Barbara J. Robbins | 787 | — | — | 21.11 | 09/23/13 | |||||||||||||||
| Deposit Operations Manager | 500 | — | — | 16.75 | 12/27/17 | |||||||||||||||
OPTION EXERCISES DURING 2012
| Option Awards | ||||||||
| Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | ||||||
| Matthew P. Prosseda | 1,275 | 7,995 | ||||||
| Chief Executive Officer | ||||||||
| Diane C.A. Rosler | 787 | 5,053 | ||||||
| Chief Financial Officer | ||||||||
| Kevin L. Miller | 393 | 3,702 | ||||||
| Chief Operating Officer | ||||||||
| Elaine A. Woodland | — | — | ||||||
| Director of Lending | ||||||||
| Barbara J. Robbins | 787 | 7,610 | ||||||
| Deposit Operations Manager | ||||||||
| Page 25 |
| Option Awards | |||||||||||
| Number of | Number of | Equity Incentive | |||||||||
| Securities | Securities | Plan Awards: | |||||||||
| Underlying | Underlying | Number of Securities | |||||||||
| Unrestricted | Unrestricted | Underlying | Option | ||||||||
| Options | Options | Unrestricted | Exercise | Option | |||||||
| (#) | (#) | Unearned Options | Price | Expiration | |||||||
| Name | Exercisable | Unexercisable | (#) | ($) | Date | ||||||
| J. Gerald Bazewicz | 3,150 | — | — | 21.11 | 09/23/13 | ||||||
| President | 1,050 | — | — | 20.95 | 09/27/15 | ||||||
| 1,000 | — | — | 16.75 | 12/27/17 | |||||||
| Matthew P. Prosseda | 525 | — | — | 20.95 | 09/27/15 | ||||||
| Chief Executive Officer | 750 | — | — | 16.75 | 12/27/17 | ||||||
| Diane C.A. Rosler | 787 | — | — | 15.08 | 09/24/12 | ||||||
| Chief Financial Officer | 787 | — | — | 21.11 | 09/23/13 | ||||||
| Kevin L. Miller | 393 | — | — | 15.08 | 09/24/12 | ||||||
| Chief Operating Officer | 787 | — | — | 21.11 | 09/23/13 | ||||||
| 500 | — | — | 16.75 | 12/27/17 | |||||||
| Elaine A. Woodland | 500 | — | — | 16.75 | 12/27/17 | ||||||
| Senior Vice President | |||||||||||
| John G. Gerlach | 750 | — | — | 16.75 | 12/27/17 | ||||||
| President, Pocono Division | |||||||||||
| Option Awards | ||||||||
| Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | ||||||
J. Gerald Bazewicz President | — | — | ||||||
Matthew P. Prosseda Chief Executive Officer | — | — | ||||||
Diane C.A. Rosler Chief Financial Officer | 412 | 2,563 | ||||||
Kevin L. Miller Chief Operating Officer | 412 | 2,460 | ||||||
Elaine A. Woodland Senior Vice President | — | — | ||||||
John G. Gerlach President, Pocono Division | — | — | ||||||
Supplemental Employee Retirement Plan
The corporationCorporation maintains a Supplemental Employee Retirement Plan (“SERP”) covering 32 of the bank’sBank’s named executive officers, J. Gerald Bazewicz, Matthew P. Prosseda and Elaine A. Woodland. The SERP, which is a salary continuation agreement, provides that if the executive officer continues to serve as an officer of the bankBank until a stated retirement age of 6062 years for Bazewicz, age 62 forMr. Prosseda and 63 years for Ms. Woodland, the bankBank will pay 240 guaranteed consecutive monthly payments for Bazewicz andMr. Prosseda and 180 guaranteed consecutive monthly payments for Woodland commencing on the first day of the month following the officer’s 60th, 62nd, or 63rd birthday and the termination of employment in the amounts indicated below.
If the executive officer attains their stated retirement age, but dies before receiving all of the guaranteed monthly payments, then the bankBank will make the remaining payments to the officer’s beneficiary. In the event the officer dies while serving as an officer, prior to theirhis or her stated retirement age, the bankBank will remit the guaranteed monthly payment to the officer’s beneficiary commencing the month following the executive’s death. In the event of a change of control and the termination of the officer’s employment, the guaranteed monthly payments will commence the month following the executive’s termination of service. Generally, no benefit will be paid if the executive officer voluntarily terminates employment prior to attaining the stated retirement age or is terminated for cause.
The SERP allows the executive officers to achieve a retirement income percentage that is more consistent with their experience and years of service to the bank.Bank. The plan objective is to provide the executive officers with a final wage replacement ratio of approximately 75% of projected final salary including projected benefits from the bankBank 401(k), Plan, social security, and salary continuation provided through the agreement.
PENSION BENEFITS
| Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | |||||||||
J. Gerald Bazewicz President | SERP | 15 | 545,126 | 7,500 | |||||||||
Matthew P. Prosseda Chief Executive Officer | SERP | 5 | 83,804 | — | |||||||||
Elaine A. Woodland Senior Vice President | SERP | 3 | 33,366 | — | |||||||||
| Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | ||||||||||
| Matthew P. Prosseda | ||||||||||||||
| Chief Executive Officer | SERP | 7 | 137,886 | — | ||||||||||
| Elaine A. Woodland | ||||||||||||||
| Director of Lending | SERP | 5 | 62,984 | — | ||||||||||
Post Termination Benefits
The followingbelow tables and narratives set forthdiscussion below outlines the potential post termination benefits payablepayments which would have been made to Mr. Gerlach under the 1998 Stock Incentive Plan.
Termination for Cause ($) | Voluntary Termination ($) | |||||||
| 1998 Stock Incentive Plan | 563 | 563 | ||||||
Death ($) | Disability ($) | |||||||
| 1998 Stock Incentive Plan | 563 | 563 | ||||||
| Life Insurance Proceeds | 150,000 | — | ||||||
Matthew P. Prosseda
The Board of Directors may, at its sole discretion, award Mr. Prosseda a pro-rata amount in the event of his retirement, death or disability under the Management Incentive Compensation Plan.
| Page 26 |
Termination for Cause and Voluntary Termination
. If Mr. Prosseda’s employment is terminated for “Cause” as defined in the| Termination for Cause ($) | Voluntary Termination ($) | |||||||
| 1998 Stock Incentive Plan | 0 | 0 | ||||||
| Supplemental Employee Retirement Plan | 0 | 0 | ||||||
Termination Without Cause - Before a Change of Control. If Mr. Prosseda’s employment is terminated “Without Cause,” as defined in the SERP, he would be entitled to receive the following payments.
Termination ($) | ||||
| 1998 Stock Incentive Plan | ||||
| Supplemental Employee Retirement Plan | ||||
*SERP benefit would be paid in 12 equal monthly payments of $1,300$1,899 for 240 months commencing the month following the executive’s normal retirement age.
Death or Disability
. In the event of a termination of employment as a result of Mr. Prosseda’s death or disability, his dependents, beneficiaries or estate, as the case may be, will receive the following payments.Death ($) | Disability ($) | |||||||
| 1998 Stock Incentive Plan | 563 | 563 | ||||||
| Supplemental Employee Retirement Plan | 50,000* annual benefit | 83,804 | ||||||
| Life Insurance Proceeds | 380,000 | — | ||||||
| Death ($) | Disability ($) | |||||||
| 1998 Stock Incentive Plan | 0 | 0 | ||||||
| Supplemental Employee Retirement Plan | 50,000* annual benefit | 137,886 | ||||||
| Life Insurance Proceeds | 420,000 | 0 | ||||||
*SERP benefit under death would be paid to the beneficiary in monthly payments of $4,167 for 240 months commencing the month following the executive’s death. The SERP benefit under disability shall be paid in a lump sum 60 days after the executive’s termination of employment.
| Page 27 |
Termination Upon or After a Change in Control
. If a “Change of Control” as defined in theChange of Control ($) | ||||
| 1998 Stock Incentive Plan | ||||
| Supplemental Employee Retirement Plan | 50,000* annual benefit | |||
*The SERP benefit under a change of control would be paid in monthly payments of $4,167 for 240 months commencing the month following the executive’s termination of service.
Diane C. A. Rosler
The Board of Directors may at its sole discretion award Ms. Rosler a pro-rata amount in the event of her retirement, death or disability under the Management Incentive Compensation Plan.
Termination for Cause and Voluntary Termination
. If Ms. Rosler’s employment is terminated for “Cause” or she voluntarily terminates her employment,Termination for Cause ($) | Voluntary Termination ($) | |||||||
| 1998 Stock Incentive Plan | 1,905 | 1,905 | ||||||
| Termination for Cause ($) | Voluntary Termination ($) | |||||||
| 1998 Stock Incentive Plan | 2,511 | 2,511 | ||||||
Termination Without Cause - Before a Change of Control
. If Ms. Rosler’s employment is terminated “Without Cause,” she would be entitled to receive the following payments.Termination Without Cause ($) | ||||
| 1998 Stock Incentive Plan | ||||
| Page 28 |
Death or Disability
. In the event of a termination of employment as a result of Ms. Rosler’s death or disability, her dependents, beneficiaries or estate, as the case may be, will receive the following payments.Death ($) | Disability ($) | |||||||
| 1998 Stock Incentive Plan | 1,905 | 1,905 | ||||||
| Life Insurance Proceeds | 200,000 | — | ||||||
| Death ($) | Disability ($) | |||||||
| 1998 Stock Incentive Plan | 2,511 | 2,511 | ||||||
| Life Insurance Proceeds | 216,000 | 0 | ||||||
Termination Upon or After a Change in Control
. If a “Change of Control” occurs, Ms. Rosler shall be entitled to the following payments.Change of Control ($) | ||||
| 1998 Stock Incentive Plan | ||||
Kevin L. Miller
The Board of Directors may at its sole discretion award Mr. Miller a pro-rata amount in the event of his retirement, death or disability under the Management Incentive Compensation Plan.
Termination for Cause and Voluntary Termination
. If Mr. Miller’s employment is terminated for “Cause” or he voluntarily terminates his employment, First Keystone Corporation shall be obligated to make the following payments.Termination for Cause ($) | Voluntary Termination ($) | |||||||
| 1998 Stock Incentive Plan | 1,326 | 1,326 | ||||||
| Termination for Cause ($) | Voluntary Termination ($) | |||||||
| 1998 Stock Incentive Plan | 6,286 | 6,286 | ||||||
Termination Without Cause - Before a Change of Control
. If Mr. Miller’s employment is terminated “Without Cause,” he would be entitled to receive the following payments.Termination Without Cause ($) | ||||
| 1998 Stock Incentive Plan | ||||
| Page 29 |
Death or Disability
. In the event of a termination of employment as a result of Mr. Miller’s death or disability, his dependents, beneficiaries or estate, as the case may be, will receive the following payments.Death ($) | Disability ($) | |||||||
| 1998 Stock Incentive Plan | 1,326 | 1,326 | ||||||
| Life Insurance Proceeds | 220,000 | — | ||||||
| Death ($) | Disability ($) | |||||||
| 1998 Stock Incentive Plan | 6,286 | 6,286 | ||||||
| Life Insurance Proceeds | 270,000 | 0 | ||||||
Termination Upon or After a Change in Control
. If a “Change of Control” occurs, Mr. Miller shall be entitled to the following payments.Change of Control ($) | ||||
| 1998 Stock Incentive Plan | ||||
Elaine A. Woodland
The Board of Directors may at its sole discretion award Ms. Woodland a pro-rata amount in the event of hisher retirement, death or disability under the Management Incentive Compensation Plan.
Termination for Cause and Voluntary Termination
. If Ms. Woodland’s employment is terminated for “Cause” as defined in the| Termination for Cause ($) | Voluntary Termination ($) | |||||||
| 1998 Stock Incentive Plan | 3,775 | 3,775 | ||||||
| Supplemental Employee Retirement Plan | 0 | 0 | ||||||
| Page 30 |
Termination Without Cause - Before a Change of Control. If Ms. Woodland’s employment is terminated “Without Cause” as defined in SERP, she would be entitled to receive the following payments.
Termination ($) | ||||
| 1998 Stock Incentive Plan | ||||
| Supplemental Employee Retirement Plan | ||||
*SERP benefit would be paid in 12 equal monthly payments of $538$902 for 180 months commencing the month following the executive’s normal retirement age.
Death or Disability
. In the event of a termination of employment as a result of Ms. Woodland’s death or disability,Death ($) | Disability ($) | |||||||
| 1998 Stock Incentive Plan | 375 | 375 | ||||||
| Supplemental Employee Retirement Plan | 25,000* annual benefit | 33,366 | ||||||
| Life Insurance Proceeds | 260,000 | — | ||||||
| Death ($) | Disability ($) | |||||||
| 1998 Stock Incentive Plan | 3,775 | 3,775 | ||||||
| Supplemental Employee Retirement Plan | 25,000* annual benefit | 62,984 | ||||||
| Life Insurance Proceeds | 286,000 | 0 | ||||||
*SERP benefit under death would be paid to the beneficiary in monthly payments of $2,083 for 180 months commencing the month following the executive’s death. The SERP benefit under disability shall be paid in a lump sum 60 days after the executive’s termination of employment.
Termination Upon or After a Change in Control
. If a “Change of Control” as defined in theChange of Control ($) | ||||
| 1998 Stock Incentive Plan | ||||
| Supplemental Employee Retirement Plan | 25,000* annual benefit | |||
*The SERP benefit under a change of control would be paid in monthly payments of $2,083 for 180 months commencing the month following the executive’s termination of service.
| Page 31 |
Barbara J. Robbins
The Board may at its sole discretion award Ms. Robbins a pro-rata amount in the event of her retirement, death or disability under the Management Incentive Compensation Plan.
Termination for Cause and Voluntary Termination. If Ms. Robbins’ employment is terminated for “Cause” or she voluntarily terminates her employment, First Keystone Corporation shall be obligated to make the following payments.
| Termination for Cause ($) | Voluntary Termination ($) | |||||||
| 1998 Stock Incentive Plan | 6,286 | 6,286 | ||||||
Termination Without Cause - Before a Change of Control. If Ms. Robbins’ employment is terminated “Without Cause,” she would be entitled to receive the following payments.
| Termination Without Cause ($) | ||||
| 1998 Stock Incentive Plan | 6,286 | |||
Death or Disability. In the event of a termination of employment as a result of Ms. Robbins’ death or disability, her dependents, beneficiaries or estate, as the case may be, will receive the following payments.
| Death ($) | Disability ($) | |||||||
| 1998 Stock Incentive Plan | 6,286 | 6,286 | ||||||
| Life Insurance Proceeds | 184,000 | 0 | ||||||
Termination Upon or After a Change in Control. If a “Change of Control” occurs, Ms. Robbins shall be entitled to the following payments.
| Change of Control ($) | ||||
| 1998 Stock Incentive Plan | 6,286 | |||
| Page 32 |
Related Person Transactions
Related person transactions are subject to approval by the Board of Directors.
In deciding whether to approve a related person transaction the following factors may be considered:
To receive approval, the related person transaction must be on terms that are fair and reasonable to the Corporation, and that are as favorable to the Corporation as would be available from non-related entities in comparable transactions.
Other than described below, there have been no material transactions between the corporationCorporation or the bank,Bank, nor any material transactions proposed, with any director or executive officer of the corporationCorporation or the bank,Bank, or any associate of these persons. The law firm Bull, Bull & Knecht,McDonald, LLP, of which Directors Robert E. Bull and Robert A. Bull, are partners, provided routine legal services to the bankBank according to the firm’s normal fee schedule and billing rates, and the bankBank intends to continue to engage the firm’s services in the future. The bankBank paid total fees of $46,362$81,177 to the law firm during 2010.2012. In addition, the corporationCorporation and the bankBank have engaged in and intend to continue to engage in banking and financial transactions in the ordinary course of business with directors and officers of the corporationCorporation and the bankBank and their associates on comparable terms and with similar interest rates as those prevailing from time to time for other customers of the corporationCorporation and the bank.
Total loans outstanding and commitments from the corporationCorporation and the bankBank at December 31, 2010,2012, to the corporation’sCorporation’s and the bank’sBank’s named executive officers and directors as a group and members of their immediate families and companies in which they had an ownership interest of 10% or more was $8,205,000,$6,527,911, or approximately 10.4%6.3% the total equity capital. Loans to such persons were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons not related to the lender, and did not involve more than the normal risk of collectibilitycollectability or present other unfavorable features. All loans are current and being paid as agreed. The largest aggregate amount of indebtedness outstanding at any time during fiscal year 20102012 to the named executive officers and directors of the corporationCorporation and the bank,Bank, and their affiliates as a group was $9,060,682.$7,186,921. The aggregate amount of outstanding indebtedness as of the latest practicable date, March 1, 2011,2013, to the above described group was $8,032,479.
| Page 33 |
PRINCIPAL OFFICERS OF THE BANK AND THE CORPORATION
The following table presents selected information as of March 5, 2011,1, 2013, about the executive officers of the bankBank and corporation,Corporation, each of whom is elected by the Board of Directors and each of whom holds office at the discretion of the Board of Directors:
| Name | Age as of March 1, 2013 | Office and Position with the Bank | Office and Position with the Corporation | |||
| Robert E. Bull | Chairman of the Board since 1981 | Chairman of the Board since 1983 | ||||
| J. Gerald Bazewicz | Vice Chairman of the Board since 2012 | Vice Chairman of the of the Board since 2012 | ||||
| Matthew P. Prosseda | 51 | President and CEO since | President and CEO since | |||
| John E. Arndt | Secretary since 2006 | Secretary since 2006 | ||||
| Kevin L. Miller | Chief Operating Officer since 2010 | Chief Operating Officer since 2010 | ||||
| Diane C. A. Rosler | Chief Financial Officer since 2007 | Chief Financial Officer |
LEGAL PROCEEDINGS
In the opinion of the management of First Keystonethe Corporation and its banking subsidiary, there are no proceedings pending to which the corporationCorporation or its banking subsidiarythe Bank is a party to, or which their property is subject, which, if determined adversely to the corporationCorporation or the bank,Bank, would have a material effect on their undivided profits or financial condition. There are no proceedings pending other than routine litigation incident to the business of the corporationCorporation and its banking subsidiary.the Bank. In addition, to the Board’s knowledge, no government authorities have initiated, threatened to initiate, or contemplated any material proceedings against First Keystonethe Corporation or its banking subsidiary.
| Page 34 |
PROPOSAL NO. 2: RATIFICATION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
In 2012, all audit and tax fees associated with the Independent Accountants’ services were approved by the Audit Committee.
The Board of Directors has appointed J. H. Williams & Co., LLP, Certified Public Accountants, located at 270 Pierce Street, Kingston, Pennsylvania 18704, as the corporation’sCorporation’s independent registered public accountantsaccounting firm for its 20112013 fiscal year. The Board proposes that shareholders ratify this selection. J. H. Williams & Co., LLP, has advised the corporationCorporation that none of its members has any financial interest in the corporation.Corporation. Ratification of J. H. Williams & Co., LLP, will require the affirmative vote of a majority of the votes cast in person or by proxy at the Annual Meeting by shareholders entitled to vote. J. H. Williams & Co., LLP served as the corporation’s independent public accountantsCorporation’s Independent Accountants for the 20102012 fiscal year, assisted the corporationCorporation and the bankBank with preparation of their federal and state annual tax returns, and provided assistance in connection with regulatory matters, charging the bankBank for services at its customary hourly billing rates. The corporation’s and the bank’s Board of Directors approved these non-audit services after due consideration of the accountants’ objectivity and after finding them to be wholly independent.
Representatives of J. H. Williams & Co., LLP, will attend the Annual Meeting of Shareholders, will have the opportunity to make a statement and are expected to be available to respond to any questions. In the event that the shareholders do not ratify the selection of J. H. Williams & Co,Co., LLP, as the corporation’s independent public accountantsCorporation’s Independent Accountants for the 20112013 fiscal year, another accounting firm may be chosen to provide independent audit services for the 20112013 fiscal year.
The Board of Directors recommends that the shareholders voteFOR the ratification of the selection of J. H. Williams & Co., LLP, as the independent public accountsIndependent Accountants for the corporationCorporation for the year ending December 31, 2011.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Corporation’s directors, executive officers and shareholders who own more than 10% of the Corporation’s outstanding equity stock to file initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Corporation with the Securities and Exchange Commission.SEC. Based solely on its review of copies of Section 16(a) forms received by it, or written representations from reporting persons that no Forms 5 were required for those persons, the corporationCorporation believes that during the period January 1, 20102012 through December 31, 2010,2012, its officers, directors and reporting shareholders were in compliance with all filing requirements applicable to them.
INCORPORATION BY REFERENCE
The rules of the SEC permit us to “incorporate by reference” certain information we file with the SEC into this Proxy Statement. This means that we can disclose important information to shareholders by referring the shareholders to another document. Any information incorporated by reference into this Proxy Statement is considered to be part of this Proxy Statement from the date we file that information with the SEC. Any reports filed by us with the SEC after the date of this Proxy Statement will automatically update and, where applicable, supersede any information contained in this proxy statement or incorporated by reference into this Proxy Statement.
| Page 35 |
This Proxy Statement incorporates by reference the following items of Part II of the Corporation’s Annual Report on Form 10-K
| · | Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations; |
| · | Item 7A. Quantitative Disclosures About Market Risk; |
| · | Item 8. Financial Statements and Supplementary Data; and |
| · | Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. |
All documents filed by the Corporation with the SEC subsequent to the date hereof and prior to the date of the Annual Meeting pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, are incorporated herein by reference. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Proxy Statement to the extent that a statement contained in another subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.
The Corporation will file with the SEC an Annual Report on Form 10-K for 2010.2012. The Corporation will provide a copy of that report on written request without charge to any person. Please address your request to Cheryl Wynings, Investor Relations, First Keystone Corporation, 111 West Front Street, P.O. Box 289, Berwick, Pennsylvania 18603, telephone: (570) 752-3671.
OTHER MATTERS
The Board of Directors does not know of any matters to be presented for consideration other than the matters described in the accompanying Notice of Annual Meeting of Shareholders, but if any matters are properly presented, the persons named in the accompanying proxy intend to vote on the matters as they determine to be in the best interest of the corporation.
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