PREMIER FINANCIAL BANCORP, INC. | |
(Name of Registrant as Specified in Its Charter) |
(1) | Title of each class of securities to which transaction applies: | |
(2) | Aggregate number of securities to which transaction applies: | |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
(4) | Proposed maximum aggregate value of transaction: | |
(5) | Total fee paid: |
☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: | |
(2) | Form, Schedule or Registration Statement No.: | |
(3) | Filing Party: | |
(4) | Date filed: |
(1) | To elect the nine (9) nominees named in the accompanying proxy statement as directors to serve until the |
(2) | To ratify the appointment of Crowe Horwath, LLP as the Company’s independent accountants for the |
(3) | To consider and approve the Company’s executive compensation in an advisory vote; and |
(4) | To transact such other business as may properly come before the meeting. |
(1) | The election of the nine (9) nominees named in this proxy statement as directors of the Company who will serve until the |
(2) | The ratification of the appointment of Crowe Horwath LLP as the Company's independent accountants for the fiscal year ending December 31, |
(3) | To consider and approve the Company’s executive compensation in an advisory vote; and |
(4) | The transaction of such other business as may properly come before the Annual Meeting. |
NAME AND ADDRESS OF BENEFICIAL OWNER | NUMBER OF SHARES BENEFICIALLY OWNED(1) | PERCENTAGE OF OUTSTANDING SHARES | |
John Sheldon Clark (2) 505 Beachland Blvd PMB 320 Vero Beach, Florida 32963 | 942,249 | 8.8% | |
Marshall T. Reynolds P.O. Box 4040 Huntington, West Virginia 25729 | 904,609 | 8.5% |
NAME AND ADDRESS OF BENEFICIAL OWNER | NUMBER OF SHARES BENEFICIALLY OWNED(1) | PERCENTAGE OF OUTSTANDING SHARES | |
John Sheldon Clark (2) 505 Beachland Blvd PMB 320 Vero Beach, Florida 32963 | 946,580 | 8.9% | |
Marshall T. Reynolds P.O. Box 4040 Huntington, West Virginia 25729 | 846,384 | 7.9% |
(1) | The information contained in this column is based upon information furnished to the Company by the named individuals and the shareholder records of the Company. Except where otherwise indicated, this column represents the number of shares beneficially owned, which includes shares as to which a person has sole or shared voting and/or investment power. |
(2) | Mr. Clark reported direct ownership of |
Nominee | Age | Principal Occupation or Employment(1) | Director of Company Continuously Since |
Toney K. Adkins | Retired, President and Chief Operating Officer, Champion Industries, Inc. (commercial printing and office supplies). Prior to becoming President and Chief Operating Officer of Champion Industries in January 2005, Mr. Adkins served as its Vice President - Administration since 1996. | 7/12/91 | |
Mr. Adkins’ long-term experience as President and Chief Operating Office of Champion Industries, Inc., a publicly traded company during his tenure, provides insight on operational issues and business management. Mr. Adkins is also a long-term director of one of the Company’s subsidiaries, Citizens Deposit Bank & Trust, and provides direct oversight at the local level. | |||
Philip E. Cline | Business Consultant, July 1999 to present; President, Alderson-Broaddus College – (Interim January 2011 to June 2011) and (Acting November 2010 to January 2011); President of River City Associates, Inc. and General Manager of Pullman Plaza Hotel (Formerly Radisson Hotel Huntington) from 2001 to May 2010; President and Chief Executive Officer, Broughton Foods Company from November 1996 to June 1999; Executive Vice Presi-dent (1995 to 1996), Vice President and Treasurer (1968 to 1995) of J. H. Fletcher & Co. (manufacturer of underground mining equipment); Director of Bank One West Virginia Corporation (formerly Key Centurion Bancshares, Inc.) from 1983 to 2000. | 9/17/14 | |
Mr. Cline's financial and managerial background and experience complements the Board's strategic planning and operations management. In addition, Mr. Cline’s involvement as a member of the Marshall University Board of Governors and as a board member of the Huntington YMCA provide insight into the local business and educational climate. Mr. Cline also serves as a director of Premier Bank, providing direct oversight at the local level. | |||
Harry M. Hatfield | Attorney-at-law, Hatfield & Hatfield since 1973 | 6/20/12 | |
Mr. Hatfield’s long experience as an attorney, including former Chairman of the West Virginia State Bar Foundation and former West Virginia University College of Law planning committee member, provides insight to local lending as well as familiarity with the legal aspects of business. Mr. Hatfield resides in the local community of one the Company’s subsidiaries, Premier Bank. He has served as Chairman of the Board of Premier Bank (and its predecessor Boone County Bank) since its formation by the Company in 1998, providing direct oversight at the local level. | |||
Lloyd G. Jackson II | President and CEO, Jackson Management Company (a natural gas production and operations management company) | 6/20/12 | |
Mr. Jackson’s experience in the production of natural gas and operation of natural gas properties provides insight into one of West Virginia’s primary industries as well as the Company’s strategic and operational decisions. In addition, Mr. Jackson’s past and present involvement as a West Virginia Senator and as a director or trustee of many of West Virginia’s prominent non-profit and education organizations such as the Claude Worthington Benedum Foundation, the West Virginia Board of Education, the Clay Center for the Arts and Sciences of West Virginia, West Virginia Wesleyan College, Vision Shared West Virginia and the Discover the Real West Virginia Foundation provide insight into the business and educational climate of the state. Mr. Jackson has served as a director of the Company’s Premier Bank subsidiary (and its predecessor Boone County Bank) since its formation by the Company in 1998, providing direct oversight at the local level. |
Nominee | Age | Principal Occupation or Employment(1) | Director of Company Continuously Since |
Keith F. Molihan | Retired Executive Director, Ironton/Lawrence County Area Community Action Organization | 9/14/99 | |
Mr. Molihan’s career in local community economic development provides insight on lending decisions as well as business management. As an extension of his economic development activities, Mr. Molihan helped to organize Ohio River Bank, headquartered in the Ironton, Ohio where he resides, and served as the bank’s only Chairman of the Board. Ohio River Bank became a subsidiary of the Company in March 1998 and was merged into Citizens Deposit Bank & Trust in August 2012. Mr. Molihan now serves as a director of Citizens Deposit Bank & Trust, providing direct oversight at the local level. | |||
Marshall T. Reynolds | Chairman and Chief Executive Officer, Champion Industries, Inc. Mr. Reynolds serves as the Company's Chairman of the Board. From 1985 to November 1993, Mr. Reynolds also served as Chairman of the Board of Directors of Bank One West Virginia, N.A. (and its predecessor, Key Centurion Bancshares, Inc.). | 1/19/96 | |
Mr. Reynolds is an entrepreneur in many industries in addition to the financial services industry. He owns stock in many banks both regionally and nationally. His banking experience as well as his other industry experience provide unique insight in setting the Board’s agenda as well as lending decisions, business management and expansion strategies for the Company. Mr. Reynolds serves as a director of one of the Company’s subsidiaries, Citizens Deposit Bank | |||
Neal W. Scaggs | President, Baisden Brothers, Inc. | 9/8/98 | |
Mr. Scaggs is a retired entrepreneur in the retail auto parts industry. He has served and continues to serve on the Board of Directors of various publicly traded companies. His business acumen as well as his participation on the boards of other publicly traded companies provides insight on lending decisions and business management. Mr. Scaggs resides in the local community of one the Company’s subsidiaries, Premier Bank, and served as a director of that bank through March 2011, providing direct oversight at the local level. | |||
Robert W. Walker | President and Chief Executive Officer of the Company. Prior to becoming the President and Chief Executive Officer of the Company, Mr. Walker was President of Boone County Bank, Inc.(now Premier Bank) from September 1998 to October 2001. Prior to that, Mr. Walker was a regional president at Bank One West Virginia N.A. | 10/17/01 | |
Mr. Walker has a 30+ year banking career in West Virginia. He is a past Chairman of the West Virginia Bankers Association. He also serves as a director at | |||
Thomas W. Wright | Owner and Chairman, NexQuest, Inc. (management company) | 4/18/01 | |
Mr. Wright is a business entrepreneur in many industries including restaurant ownership. He has also served as a director of other publicly traded companies. His business acumen as well as his participation on the boards of other publicly traded companies provides insight on staff management and business management. |
(1) | Except where otherwise indicated, this principal occupation or employment has continued during the past five years. |
Name of Beneficial Owner | Common Stock Beneficially Owned as of 3/31/2017(1)(2) | Exercisable Options to Acquire Additional Common Stock as of 3/31/2017(3)(4) | Percentage Of Outstanding Shares | Common Stock Beneficially Owned as of 3/31/2018(1) | Exercisable Options to Acquire Additional Common Stock as of 3/31/2018(2) | Percentage Of Outstanding Shares | ||||||||||||||||||
Toney K. Adkins, Director | 7,910 | * | 7,910 | * | ||||||||||||||||||||
Philip E. Cline, Director | 68,200 | * | 68,200 | * | ||||||||||||||||||||
Harry M. Hatfield, Director | 17,600 | * | 19,311 | * | ||||||||||||||||||||
Lloyd G. Jackson, II, Director | 15,152 | * | 15,152 | * | ||||||||||||||||||||
Keith F. Molihan, Director | 6,408 | * | 6,408 | * | ||||||||||||||||||||
Marshall T. Reynolds, Chairman of the Board | 904,609 | 8.5 | % | 846,384 | 7.9 | % | ||||||||||||||||||
Neal W. Scaggs, Director | 124,553 | 1.2 | % | 124,553 | 1.2 | % | ||||||||||||||||||
Robert W. Walker, Director & Chief Executive Officer | 97,148 | * | 97,158 | * | ||||||||||||||||||||
Thomas W. Wright, Director | 49,835 | * | 49,835 | * | ||||||||||||||||||||
Brien M. Chase, Chief Financial Officer | 21,249 | 18,212 | * | 21,249 | 21,834 | * | ||||||||||||||||||
J. Mark Bias, Senior Vice President | 110 | 1,100 | * | 1,210 | 2,767 | * | ||||||||||||||||||
Michael R. Mineer, Senior Vice President | 18,892 | 37,401 | * | 18,892 | 42,734 | * | ||||||||||||||||||
Scot A. Kelley, Vice President, Credit Administration | 10,975 | 3,006 | * | 11,919 | 4,135 | * | ||||||||||||||||||
Katrina Whitt, Vice President, Human Resources | 1,452 | 16,533 | * | 1,452 | 19,017 | * | ||||||||||||||||||
All directors and executive officers as a group (14 in number) | 1,344,093 | 76,252 | 13.3 | % | 1,289,633 | 90,487 | 12.9 | % |
(1) | The information contained in this column is based upon information furnished to the Company by the named individuals and the shareholder records of the Company. Except where otherwise indicated, this column represents the number of shares beneficially owned, which includes shares as to which a person has sole or shared voting and/or investment power. |
(2) |
Includes options that are exercisable or will become exercisable within 60 days of March 31, |
Includes 74,613 shares owned directly by spouse, with respect to which reporting person has no voting or investment power; 38,814 shares owned by controlled organizations, and 100,836 jointly held with spouse. The total reported shares inlude |
Includes 27,831 shares owned by |
Includes 10,349 shares owned by spouse, with respect to which reporting person has no voting or investment power. |
· | Has reviewed and discussed the audited financial statements with management; |
· | Has discussed with the independent auditors the matters required to be discussed by Auditing Standards No. 1301, as adopted by the Public Company Accounting Oversight Board; and |
· | Has received the written disclosures and the letter from the independent accountant required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communication with the audit committee concerning independence, and has discussed with the independent accountant the independent accountant’s independence. |
Name | Age | Position |
Robert W. Walker | President and Chief Executive Officer | |
Brien M. Chase | Senior Vice President and Chief Financial Officer (Principal Accounting Officer) | |
J. Mark Bias | Senior Vice President, Premier (President, Premier Bank, Inc.) | |
Michael R. Mineer | Senior Vice President, Premier (President, Citizens Deposit Bank & Trust) | |
Scot A. Kelley | Vice President, Credit Administration | |
Katrina Whitt | Vice President, Human Resources |
Name and principal position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards (1) ($) | All Other Compensation (2) (3) ($) | Total ($) | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards (1) ($) | All Other Compensation (2) (3) ($) | Total ($) | ||||||||||||||
Robert W. Walker | 2016 | 350,000 | --- | 104,335 | --- | 12,422 | 466,757 | 2017 | 350,000 | --- | 124,200 | --- | 12,128 | 486,328 | ||||||||||||||
President and CEO | 2015 | 350,000 | --- | 103,040 | --- | 12,280 | 465,320 | 2016 | 350,000 | --- | 104,335 | --- | 12,422 | 466,757 | ||||||||||||||
2014 | 350,000 | --- | 85,200 | --- | 23,450 | 458,650 | 2015 | 350,000 | --- | 103,040 | --- | 12,280 | 465,320 | |||||||||||||||
J. Mark Bias | 2016 | 197,600 | 7,500 | --- | 3,498 | 23,213 | 231,811 | 2017 | 204,516 | 18,000 | --- | 11,600 | 24,081 | 258,197 | ||||||||||||||
Senior Vice President and | 2015 | 51,150 | --- | 1,499 | --- | 6,109 | 58,758 | 2016 | 197,600 | 7,500 | --- | 3,498 | 23,213 | 231,811 | ||||||||||||||
President, Premier Bank, Inc. | 2014 | n/a | n/a | n/a | n/a | n/a | n/a | 2015 | 51,150 | --- | 1,499 | --- | 6,109 | 58,758 | ||||||||||||||
Brien M. Chase | 2016 | 166,400 | 23,000 | --- | 5,830 | 8,671 | 203,901 | 2017 | 172,224 | 18,000 | --- | 11,600 | 8,253 | 210,077 | ||||||||||||||
Senior Vice President | 2015 | 151,000 | 25,000 | --- | 6,850 | 8,135 | 190,985 | 2016 | 166,400 | 23,000 | --- | 5,830 | 8,671 | 203,901 | ||||||||||||||
and CFO | 2014 | 136,000 | 23,000 | --- | 18,700 | 7,456 | 185,156 | 2015 | 151,000 | 25,000 | --- | 6,850 | 8,135 | 190,985 | ||||||||||||||
Michael R. Mineer | 2016 | 184,100 | 16,000 | --- | 5,830 | 13,787 | 219,717 | 2017 | 190,523 | 18,000 | --- | 11,600 | 18,077 | 238,200 | ||||||||||||||
Senior Vice President and | 2015 | 174,500 | 16,000 | --- | 6,850 | 13,060 | 210,410 | 2016 | 184,100 | 16,000 | --- | 5,830 | 13,787 | 219,717 | ||||||||||||||
President, Citizens Deposit Bank | 2014 | 165,000 | 16,000 | --- | 18,700 | 13,220 | 212,920 | 2015 | 174,500 | 16,000 | --- | 6,850 | 13,060 | 210,410 | ||||||||||||||
Scot A. Kelley | 2016 | 97,450 | 10,000 | --- | 3,323 | 5,516 | 116,289 | 2017 | 102,500 | 12,000 | --- | 6,960 | 5,936 | 127,396 | ||||||||||||||
Vice President - | 2015 | 93,700 | 10,000 | --- | 3,905 | 5,366 | 112,971 | 2016 | 97,450 | 10,000 | --- | 3,323 | 5,516 | 116,289 | ||||||||||||||
Credit Administration | 2014 | 88,400 | 8,500 | --- | 9,350 | 5,095 | 111,345 | 2015 | 93,700 | 10,000 | --- | 3,905 | 5,366 | 112,971 |
(1) | The amounts reported in this column represent the number of options granted times the grant date fair value of stock options granted to each of the named executive officers in accordance with FASB Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. More information about stock compensation expense, including the assumptions used in the calculation of the fair value, is included in footnote 15 to our audited financial statements for the fiscal year ended December 31, |
(2) | The Company provides automobiles to Mr. Walker, Mr. Bias and Mr. Mineer due to their extensive travel for business purposes. The Company's expense for providing the vehicle for the executive's personal use along with all other perquisites does not exceed $10,000 and therefore is not included in this table. |
(3) | All other compensation consists of the Company's matching contributions to the executive's 401k plan account and amounts paid by the Company for the executive's participation in the Company’s benefit programs. The amounts presented for Mr. Walker include |
Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) |
Robert W. Walker | Mar-16-2016 | 7,700 | --- | 13.55 | 104,335 | Apr-19-2017 | 6,000 | --- | 20.70 | 124,200 |
J. Mark Bias | Mar-16-2016 | n/a | 3,300 | 13.55 | 3,498 | Mar-15-2017 | n/a | 5,000 | 19.01 | 11,600 |
Brien M. Chase | Mar-16-2016 | n/a | 5,500 | 13.55 | 5,830 | Mar-15-2017 | n/a | 5,000 | 19.01 | 11,600 |
Michael R. Mineer | Mar-16-2016 | n/a | 5,500 | 13.55 | 5,830 | Mar-15-2017 | n/a | 5,000 | 19.01 | 11,600 |
Scot A. Kelley | Mar-16-2016 | n/a | 3,135 | 13.55 | 3,323 | Mar-15-2017 | n/a | 3,000 | 19.01 | 6,960 |
(1) | Options awarded in |
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) |
J. Mark Bias | 1,100 | 8,695 | n/a | |||||
Brien M. Chase | 4,890 | 23,478 | n/a | 5,500 | 38,223 | n/a | ||
Scot A. Kelley | 8,247 | 29,868 | n/a | 3,006 | 18,402 | n/a |
Name | Option Awards | Option Awards | ||||||||
Number of Securities Underlying Options (#) | Number of Securities Underlying Unexercised Options (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration | Number of Securities Underlying Options (#) | Number of Securities Underlying Unexercised Options (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration | |
Exercisable | Unexercisable | (#) | ($) | Date | Exercisable | Unexercisable | (#) | ($) | Date | |
Robert W. Walker | None | None | n/a | None | None | n/a | ||||
J. Mark Bias | 0 | 3,300 | n/a | 13.5454 | Mar-16-2026 | 0 | 5,000 | n/a | 19.0100 | Mar-15-2027 |
(1) | 0 | 2,200 | n/a | 13.5454 | Mar-16-2026 | |||||
Brien M. Chase | 0 | 5,500 | n/a | 13.5454 | Mar-16-2026 | 0 | 5,000 | n/a | 19.0100 | Mar-15-2027 |
1,834 | 3,666 | n/a | 13.3818 | Mar-18-2025 | ||||||
3,667 | 1,833 | n/a | 13.1182 | Mar-19-2024 | ||||||
5,500 | 0 | n/a | 10.3545 | Mar-20-2023 | ||||||
5,500 | 0 | n/a | 11.7454 | Feb-20-2018 | ||||||
(1) | 1,834 | 3,666 | n/a | 13.5454 | Mar-16-2026 | |||||
(1) | 3,667 | 1,833 | n/a | 13.3818 | Mar-18-2025 | |||||
(1) | 5,500 | 0 | n/a | 13.1182 | Mar-19-2024 | |||||
(1) | 5,500 | 0 | n/a | 10.3545 | Mar-20-2023 | |||||
Michael R. Mineer | 0 | 5,500 | n/a | 13.5454 | Mar-16-2026 | 0 | 5,000 | n/a | 19.0100 | Mar-15-2027 |
1,834 | 3,666 | n/a | 13.3818 | Mar-18-2025 | ||||||
3,667 | 1,833 | n/a | 13.1182 | Mar-19-2024 | ||||||
5,500 | 0 | n/a | 10.3545 | Mar-20-2023 | ||||||
8,800 | 0 | n/a | 6.7909 | Mar-21-2022 | ||||||
8,800 | 0 | n/a | 6.3182 | Mar-16-2021 | ||||||
3,300 | 0 | n/a | 8.0909 | Mar-17-2020 | ||||||
(1) | 1,834 | 3,666 | n/a | 13.5454 | Mar-16-2026 | |||||
(1) | 3,667 | 1,833 | n/a | 13.3818 | Mar-18-2025 | |||||
(1) | 5,500 | 0 | n/a | 13.1182 | Mar-19-2024 | |||||
(1) | 5,500 | 0 | n/a | 10.3545 | Mar-20-2023 | |||||
(1) | 8,800 | 0 | n/a | 6.7909 | Mar-21-2022 | |||||
(1) | 8,800 | 0 | n/a | 6.3182 | Mar-16-2021 | |||||
(1) | 3,300 | 0 | n/a | 8.0909 | Mar-17-2020 | |||||
Scot A. Kelley | 0 | 3,135 | n/a | 13.5454 | Mar-16-2026 | 0 | 3,000 | n/a | 19.0100 | Mar-15-2027 |
0 | 2,090 | n/a | 13.3818 | Mar-18-2025 | ||||||
916 | 0 | n/a | 13.1182 | Mar-19-2024 | ||||||
(1) | 1,045 | 2,090 | n/a | 13.5454 | Mar-16-2026 | |||||
(1) | 0 | 1,045 | n/a | 13.3818 | Mar-18-2025 |
(1) | On December 9, 2016, the Company paid a 10% stock dividend (1 share for every 10 shares owned on record date) to shareholders of record on December 2, 2016. Pursuant to the anti-dilution provisions of the stock option plans, the original number of options awarded has been increased by 10% and the original exercise price of the options awarded has been decreased by 10% to reflect the 10% stock dividend. |
(a) | The annual total compensation of our median employee was $35,845, and |
(b) | The annual total compensation of Mr. Walker, as reported in the Summary Compensation Table on page 18 above, was $486,328. |
(c) | The ratio of the annual total compensation of Mr. Walker to the annual total compensation of our median employee was 13.57 to 1. |
1. | We selected the October 13, 2017 pay period which included a total of 371 full-time and part-time employees. |
2. | For each of these employees, we ranked the total amount of salary, wages, overtime pay, and cash bonuses from our payroll records on each employee from lowest to highest and identified the middle employee as the “median employee.” |
3. | Once the median employee was identified, we calculated that employee’s annual total compensation for 2017 in the same manner as required by Item 402(c)(2)(x) of Regulation S-K that we use to compute Mr. Walker’s annual total compensation in the table on page 18, resulting in annual total compensation of $35,845 for this median employee. |
4. | For the annual total compensation of Mr. Walker, we used the amount reported in the “Total” column for the year 2017 included in the Summary Compensation Table on page 18. |
Name | Fees Earned or Paid in Cash ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
Toney K. Adkins | 12,000 | n/a | n/a | 12,000 |
Philip E. Cline | 12,000 | n/a | n/a | 12,000 |
Harry M. Hatfield | 12,000 | n/a | n/a | 12,000 |
Lloyd G. Jackson II | 12,000 | n/a | n/a | 12,000 |
Keith F. Molihan | 12,000 | n/a | n/a | 12,000 |
Marshall T. Reynolds | 12,000 | n/a | n/a | 12,000 |
Neal W. Scaggs | 12,000 | n/a | n/a | 12,000 |
Robert W. Walker | (1) | n/a | n/a | 0 |
Thomas W. Wright | 12,000 | n/a | n/a | 12,000 |
(1) | In accordance with Company policy, as an employee of the Company, Mr. Walker does not receive any director compensation. |
Fiscal 2016 | Fiscal 2015 | ||
$306,000 | $ 276,750 |
Fiscal 2017 | Fiscal 2016 | |
$278,500 | $ 306,000 |
Fiscal 2016 | Fiscal 2015 | ||
$ 0 | $ 0 |
Fiscal 2017 | Fiscal 2016 | |
$ 0 | $ 0 |
Fiscal 2016 | Fiscal 2015 | ||
$ 60,370 | $ 55,730 |
Fiscal 2017 | Fiscal 2016 | |
$ 52,700 | $ 60,370 |
Fiscal 2016 | Fiscal 2015 | ||
$ 0 | $ 8,068 |
Fiscal 2017 | Fiscal 2016 | |
$ 0 | $ 0 |
· | attract and retain qualified individuals of high integrity; |
· | motivate them to achieve the goals set forth in the Company’s business plan |
· | link executive and stockholder interests through incentive-based compensation |
· | enhance the Company’s performance, measured by both short-term and long-term achievements, and |
· | discourage excessive risk taking on the part of named executive officers. |
Electronic Voting Instructions | ||||
Available 24 hours a day, 7 days a week! | ||||
Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. | ||||
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. | ||||
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Vote by Internet | ||||
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Vote by telephone | ||||
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A Proposals — | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL OF THE NOMINEES LISTED IN ITEM 1, A VOTE “FOR” ITEM 2, AND A VOTE “FOR” ITEM 3. | ||||||||
1. Election of Directors: | For Withhold | For Withhold | For Withhold | ||||||
01 - Toney K. Adkins | ¨ ¨ | 02 - Philip E. Cline | ¨ ¨ | 03 - Harry M. Hatfield | ¨ ¨ | ||||
04 - Lloyd G. Jackson II | ¨ ¨ | 05 - Keith F. Molihan | ¨ ¨ | 06 - Marshall T. Reynolds | ¨ ¨ | ||||
07 - Neal W. Scaggs | ¨ ¨ | 08 - Robert W. Walker | ¨ ¨ | 09 - Thomas W. Wright | ¨ ¨ | ||||
For Against Abstain | For Against Abstain | ||||||||
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS. To ratify the appointment of Crowe Horwath, LLP as the Company’s independent auditors for the fiscal year ending December 31, | ¨ ¨ ¨ | 3. ADVISORY (Non-Binding) PROPOSAL ON EXECUTIVE COMPENSATION. To consider and approve the Company’s executive compensation in an advisory vote. | ¨ ¨ ¨ | ||||||
4. OTHER BUSINESS. To transact such other matters as may properly be brought before the Annual Meeting or any adjournment thereof. (The Board of Directors does not know of any such other matters). |
Date (mm/dd/yyyy) — Please print date below. | Signature 1 — Please keep signature within the box. | Signature 2 — Please keep signature within the box. | ||