UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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(Rule 14a-101)
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INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant x
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Filed by a Party other than the Registranto
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Check the appropriate box:
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| Preliminary Proxy Statement
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| Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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x
| Definitive Proxy Statement
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| Definitive Additional Materials
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| Soliciting Material under §240.14a-12
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Standard Financial Corp.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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x
| No fee required.
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o
| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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| (1)
| Title of each class of securities to which transaction applies:
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| Aggregate number of securities to which transaction applies:
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| 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):
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| Proposed maximum aggregate value of transaction:
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| Total fee paid:
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| Fee paid previously with preliminary materials.
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| 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.
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| Amount Previously Paid:
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| Form, Schedule or Registration Statement No.:
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐
Preliminary Proxy Statement
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒
Definitive Proxy Statement
☐
Definitive Additional Materials
☐
Soliciting Material Pursuant to §240.14a-12
Standard AVB Financial Corp.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒
No fee required.
☐
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)
Title of each class of securities to which transaction applies:
N/A
(2)
Aggregate number of securities to which transaction applies:
N/A
(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):
N/A
(4)
Proposed maximum aggregate value of transaction:
N/A
(5)
Total fee paid:
N/A
☐
Fee paid previously with preliminary materials.
☐
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)
Amount Previously Paid:
N/A
(2)
Form, Schedule or Registration Statement No.:
N/A
(3)
Filing Party:
N/A
(4)
Date Filed:
N/A
STANDARD AVB FINANCIAL CORP.
2640 Monroeville Boulevard
Monroeville, Pennsylvania 15146
January 7, 2014
April 15, 2019
Dear
Fellow Stockholder:
We
You are cordially
invite youinvited to attend the
2014 Annual Meeting of Stockholders of Standard
AVB Financial Corp.
, the parent company of Standard Bank, PaSB. The annual meeting (the “Company” or “Standard AVB”). Our Annual Meeting will be held at the
Doubletree Hotel Pittsburgh/Courtyard by Marriott Monroeville,
Convention Center, 101 Mall Boulevard,3962 William Penn Highway, Monroeville,
PennsylvaniaPA 15146,
on May 21, 2019 at 9:00 a.m.
(Eastern time) on February 18, 2014.local time.
The enclosed Notice of Annual Meeting of Stockholders and Proxy Statement describe the formal business to be transacted. transacted at the Annual Meeting, which includes a report on the operations of the Company. Directors and officers of the Company will be present to answer any questions that you and other stockholders may have. Also enclosed for your review is our Annual Report on Form 10-K, which contains detailed information concerning the activities and operating performance of the Company.
The business to be conducted at the
annual meetingAnnual Meeting consists of the election of
two directors andfive directors; the ratification of the appointment of S.R. Snodgrass,
A.C.P.C. as
theour independent registered public
accounting firmaccountants for the fiscal year ending
September 30, 2014. DuringDecember 31, 2019; the
annual meeting we will also reportconsideration of an advisory, non-binding resolution with respect to the executive compensation described in the Proxy Statement; and the consideration of an advisory vote on the
operationsfrequency of
Standard Financial Corp.Ourfuture “say-on-pay” votes with respect to our Named Executive Officers. The Board of Directors has determined that the matters to be considered at the annual meetingAnnual Meeting are in the best interestsinterest of Standard Financial Corp.the Company and its stockholders. For the reasons set forth in the Proxy Statement,stockholders, and the Board of Directors unanimously recommends a vote “FOR” each matter“FOR” the election of the director nominees, “FOR” the ratification of S.R. Snodgrass, P.C. as our independent registered public accountant for the fiscal year ending December 31, 2019, “FOR” the advisory resolution with respect to be considered.
the executive compensation as described in the Proxy Statement, and in favor of the “YourONE YEAR” option with respect to the frequency of future “say-on-pay” votes with respect to our Named Executive Officers.
Please indicate your vote
is important. Please vote yourby using the enclosed proxy
promptly so your shares can be represented,card or by voting by telephone or internet, even if you
currently plan to attend the
annual meeting. You can vote by Internet, by telephone, or by requesting a printed copy of the proxy statement and proxy card. Voting in advance of the annual meetingAnnual Meeting. This will not prevent you from voting in person, but will assureensure that your vote is counted if you are unable to attend the annual meeting.Sincerely,
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Timothy K. Zimmerman
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President and Chief Executive Officer
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counted. Your vote is important. Sincerely,
Timothy K. Zimmerman
Chief Executive Officer
STANDARD
AVB FINANCIAL CORP.
2640 Monroeville Boulevard
Monroeville, Pennsylvania 15146
(412) 856-0363
NOTICE OF
2014
ANNUAL MEETING OF STOCKHOLDERS
To Be Held On February 18, 2014
May 21, 2019
Notice is hereby given that the
2014 Annual Meeting of
the Stockholders of Standard
AVB Financial Corp. will be held at the
Doubletree Hotel Pittsburgh/Courtyard by Marriott Monroeville,
Convention Center, 101 Mall Boulevard,3962 William Penn Highway, Monroeville,
PennsylvaniaPA 15146, on
February 18, 2014May 21, 2019 at 9:00 a.m.
, Eastern local time.
A proxy statement and proxy card for the Annual Meeting are enclosed. The
annual meetingAnnual Meeting is for the purpose of considering and acting upon:
1.The
the election of
twofive directors;
2.The
the ratification of the appointment of S.R. Snodgrass, A.C.P.C. as the independent registered public accounting firmaccountants for the fiscal year ending September 30, 2014;December 31, 2019;
3.
an advisory, non-binding resolution with respect to the executive compensation described in the Proxy Statement;
4.
an advisory vote with respect to the frequency of future advisory votes on the compensation of our Named Executive Officers; and
such other mattersbusiness as may properly come before the annual meeting, orAnnual Meeting, and any adjournments or postponement thereof.
The Board of Directors is not aware of any other
business to come before the meeting.such business. Any action may be taken on the foregoing proposals at the annual meeting on the date specified above, or on any date or dates to which the annual meeting may be adjourned.Annual Meeting, including all adjournments thereof. Stockholders of record at the close of business on January 2, 2014,March 29, 2019 are the stockholders entitled to vote at the annual meeting,Annual Meeting. A list of stockholders entitled to vote will be open and any adjournments thereof.
YOU MAY CHOOSE TO VOTE YOUR SHARES USING THE INTERNET, TELEPHONE OR PROXY CARD VOTING OPTIONS EXPLAINED IN THIS PROXY. ANY PROXY THAT YOU GIVE MAY BE REVOKED AT ANY TIME BEFORE IT IS EXERCISED. YOU MAY REVOKE A PROXY BY FILING A WRITTEN REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE WITH THE SECRETARY OF STANDARD FINANCIAL CORP. IF YOU ATTEND THE MEETING YOU MAY REVOKE YOUR PROXY AND VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE THE MEETING. HOWEVER, IF YOUR SHARES ARE NOT REGISTERED IN YOUR NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO VOTE PERSONALLY AT THE MEETING.
available for inspection at the Courtyard by Marriott Monroeville, 3962 William Penn Highway, Monroeville, PA 15146 during the entire Annual Meeting.| | | | | By Order of the Board of Directors
Standard AVB Financial Corp. | |
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| | | | |
| | Monroeville, Pennsylvania
April 15, 2019 | | | Timothy K. Zimmerman |
| President and
Chief Executive Officer
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Monroeville, Pennsylvania
January 7, 2014
It is important that your shares be represented and voted at the Annual Meeting. Stockholders whose shares are held in registered form have a choice of voting by proxy card, telephone or the Internet, as described on your proxy card. Stockholders whose shares are held in the name of a broker, bank or other holder of record must vote in the manner directed by such holder. Check your proxy card or the information forwarded by your broker, bank or other holder of record to see which options are available to you. Any stockholder of record present at the Annual Meeting may withdraw his or her proxy and vote personally on any matter properly brought before the Annual Meeting. If you are a stockholder whose shares are not registered in your own name, you will need appropriate documentation from the stockholder of record to vote in person at the Annual Meeting.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 21, 2019: This Proxy Statement, proxy card and Standard AVB Financial Corp.’s 2018 Annual Report to Stockholders are each available at www.edocumentview.com/STND.
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STANDARD
AVB FINANCIAL CORP.
2640 Monroeville Boulevard
Monroeville, Pennsylvania 15146
(412) 856-0363
2014
PROXY STATEMENT FOR THE2019 ANNUAL MEETING OF STOCKHOLDERS
February 18, 2014
To Be Held on May 21, 2019
GENERAL INFORMATION
This Proxy Statement isand accompanying Proxy Card and the 2018 Annual Report to Stockholders are being furnished to the stockholders of Standard AVB Financial Corp. (sometimes referred to as “Standard AVB” or the “Company”) in connection with the solicitation of proxies on behalf ofby the Board of Directors of Standard Financial Corp. to be usedAVB, for use at the 20142019 Annual Meeting of Stockholders. The Annual Meeting will be held on May 21, 2019, at 9:00 a.m., local time, at the Courtyard by Marriott Monroeville, 3962 William Penn Highway, Monroeville, PA 15146. The term “Annual Meeting,” as used in this Proxy Statement, includes any adjournment or postponement of such meeting.
This Proxy Statement is dated April 15, 2019 and is first being mailed to stockholders on or about April 15, 2019.
The 2019 Annual Meeting of Stockholders
The Annual Meeting of Stockholders of Standard Financial Corp., which will be held at the Doubletree Hotel Pittsburgh/Monroeville Convention Center, 101 Mall Boulevard, Monroeville, Pennsylvania 15146, on February 18, 2014,May 21, 2019, at 9:00 a.m., Easternlocal time, at the Courtyard by Marriott Monroeville, 3962 William Penn Highway Monroeville, Pennsylvania 15146.
March 29, 2019.
4,822,646 shares of Standard AVB common stock were outstanding on the Record Date and all adjournmentsare entitled to vote at the Annual Meeting.
Purpose of the annual meeting. In this Proxy Statement,Annual Meeting
To consider and vote on the
terms “we, “our,” and “us” refer to Standard Financial Corp. unlesselection of five directors; the
context indicates another meaning.Information Aboutratification of the Noticeappointment of Internet Availability of Proxy Materials:
Instead of mailing a printed copy of our proxy materials, including our Annual Report, to each stockholder of record, we have decided to provide access to these materials in a fast and efficient manner via the Internet. This reduces the amount of paper necessary to produce these materials, as wellS.R. Snodgrass, P.C. as the costs associatedCompany’s independent registered public accountants for the fiscal year ending December 31, 2019; the consideration of an advisory, non-binding resolution with mailing these materialsrespect to all stockholders. On January 7, 2014, we began mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to stockholders of record as of January 2, 2014, and we posted our proxy materials on the website referenced in the Notice (http://www.standardbankpa.com/stndproxy). As more fullyexecutive compensation described in the Notice, stockholders may chooseProxy Statement; and the consideration of an advisory vote with respect to access our proxy materialsthe frequency of future “say-on-pay” advisory votes on the Internet or may request a printed setcompensation of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. For those who previously requested printed proxy materials or electronic materials on an ongoing basis, you will receive those materials as you requested.
Proxy Voting
Your vote is important. Please vote your proxy promptly so your shares can be represented, even if you plan to attend the annual meeting. You can vote by Internet, by telephone, or by requesting a printed copy of the proxy materials and using the proxy card. The Notice provided to you contains the necessary codes to vote online or by telephone. If you wish to vote via the Internet, please go to https://www.rtcoproxy.com/stnd. If you wish to vote by telephone, please call 1-866-411-6680 using a touch-tone phone and follow the prompted instructions. You may also vote by mail by requesting a paper proxy card using the instructions provided in the Notice. Finally, you may vote in person at the Annual Meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Holders of record of our shares of common stock, par value $0.01 per share, as of the close of business on January 2, 2014 are entitled to one vote for each share then held. As of January 2, 2014, there were 2,990,997 shares of common stock issued and outstanding. The presence in person or by proxy of a majority of the outstanding shares of common stock entitled to vote is necessary to constitute a quorum at the annual meeting. Abstentions and broker non-votes will be counted for purposes of determining that a quorum is present.
As to the election of directors, a stockholder may cast their vote FOR BOTH NOMINEES proposed by the Board, to WITHHOLD AUTHORITY FOR BOTH NOMINEES or to vote FOR one or more of the nominees being proposed. Named Executive Officers.
Directors are elected by a plurality of votes cast,
at the annual meeting, without regard to either broker non-votes or proxies as to which
the authority to vote for the nominees being proposed is withheld.
The ratification of the appointment of S.R. Snodgrass, P.C. as independent registered public accountants is determined by a majority of the votes cast, without regard to broker non-votes or proxies marked “ABSTAIN.” As to the ratification of S.R. Snodgrass, A.C.advisory, non-binding resolution with respect to our executive compensation as our independent registered public accounting firm,described in this Proxy Statement, a stockholder may: (i) vote FOR“FOR” the ratification;resolution; (ii) vote AGAINST“AGAINST” the ratification;resolution; or (iii) ABSTAIN“ABSTAIN” from voting on the ratification.resolution. The affirmative vote of a majority of the votes cast at the annual meeting is required for the ratification of S.R. Snodgrass, A.C. as the independent registered public accounting firm for the fiscal year ending September 30, 2014,Annual Meeting, without regard to either broker non-votes or proxies marked “ABSTAIN.”
1
Dueshares as to which the deregistration“ABSTAIN” box has been selected on the proxy card, is required for the approval of Standard Financial Corp.’s common stock fromthis non-binding resolution. As to the reporting requirements of the Securities Exchange Act of 1934, we are no longer required to conduct a non-binding, advisory vote on the frequency of future “say-on-pay” advisory votes on the executive compensation of our Named Executive Officers, stockholders
may choose one of four choices: every year, every two years, every three years, or to abstain from our stockholders. Accordingly, ourvoting. Although this advisory vote regarding the frequency of “say-on-pay” votes is non-binding on the Board of Directors, determined notthe Board of Directors will review the voting results and take them into consideration when deciding how often to conduct such“say-on-pay” advisory votes.
Your Board of Directors Recommends a Vote in Favor of The Proposals
The Board of Directors has determined that the matters to be considered at the Annual Meeting are in the best interest of the Company and its stockholders, and the Board of Directors unanimously recommends a vote
this year.As provided“FOR” the election of the director nominees as well as Proposals 2 and 3, and in Section Dfavor of Article 5the “ONE YEAR” option with respect to Proposal 4.
Who Can Vote
The Board of ourDirectors has fixed March 29, 2019 the record date for determining the stockholders entitled to receive notice of and to vote at the Annual Meeting. Accordingly, only holders of record of shares of Standard AVB common stock, par value $0.01 per share, at the close of business on such date will be entitled to vote at the Annual Meeting. On March 29, 2019, 4,822,646 shares of Standard AVB common stock were outstanding and held by approximately 570 holders of record. The presence, in person or by properly executed proxy, of the holders of a majority of the outstanding shares of Standard AVB common stock is necessary to constitute a quorum at the Annual Meeting.
How Many Votes You Have
Each holder of shares of Standard AVB common stock outstanding on March 29, 2019 will be entitled to one vote for each share held of record. However, Standard AVB’s Articles of Incorporation provide that stockholders of record holders who beneficially own in excess of 10% of the outstandingthen-outstanding shares of our common stock of Standard AVB are not entitled to any vote anywith respect to the shares held in excess of thethat 10% limit. Subject to certain exceptions, aA person or entity is deemed to beneficially own shares that are owned by an affiliate, of, as well as by personsany person acting in concert with such person. person or entity.
Matters to Be Considered
The purpose of the Annual Meeting is to vote on the election of five directors; to ratify the appointment of S.R. Snodgrass, P.C. as our independent registered public accountants for the fiscal year ending December 31, 2019; to consider an advisory, non-binding resolution with respect to the executive compensation described in the Proxy Statement; and to consider an advisory vote with respect to the frequency of future advisory votes on our executive compensation.
You may be asked to vote upon other matters that may properly be submitted to a vote at the Annual Meeting. You also may be asked to vote on a proposal to adjourn or postpone the Annual Meeting. Standard AVB could use any adjournment or postponement for the purpose, among others, of allowing additional time to solicit proxies.
How to Vote
You may vote your shares by completing and signing the enclosed Proxy Card and returning it in the enclosed postage-paid envelope or by attending the Annual Meeting. Alternatively, you may choose to vote your shares using the internet or telephone voting options explained on your Proxy Card. You should complete and return the Proxy Card accompanying this document, or vote using the internet or telephone voting options, in order to ensure that your vote is counted at the Annual Meeting, or at any adjournment or postponement of the Annual Meeting, regardless of whether you plan to attend. Where no instructions are indicated, validly executed proxies will be voted “FOR” the election of the five director nominees named on
the Proxy Statement, “FOR” Proposals 2 and 3 as set forth in the Proxy Statement, and in favor of the “ONE YEAR” option with respect to Proposal 4 as set forth in the Proxy Statement.
If you are a stockholder whose shares are not registered in your own name, you will need appropriate documentation from the stockholder of record to attend the Annual Meeting. Examples of such documentation include a broker’s statement or letter or other documentation that will confirm your ownership of shares of Standard AVB common stock. If you want to vote your shares of Standard AVB common stock that are held in street name in person at the Annual Meeting, you will need a written proxy in your name from the broker, bank or other nominee who holds your shares.
The Board of Directors is currently unaware of any other matters that may be presented for consideration at the Annual Meeting. If other matters properly come before the Annual Meeting, or at any adjournment or postponement of the Annual Meeting, shares represented by properly submitted proxies will be voted, or not voted, by the persons named as proxies on the Proxy Card in their best judgment.
Quorum and Vote Required
The presence, in person or by properly executed proxy, of the holders of a majority of the outstanding shares of Standard Financial Corp.AVB common stock is authorizednecessary to construeconstitute a quorum at the Annual Meeting. Abstentions and applybroker non-votes will be counted solely for the provisionspurpose of Section Ddetermining whether a quorum is present. A proxy submitted by a broker that is not voted is sometimes referred to as a broker non-vote.
Directors are elected by a plurality of Article 5votes cast, without regard to either broker non-votes or proxies as to which authority to vote for the nominees being proposed is “Withheld.” The ratification of the Articlesappointment of Incorporation, and to make all determinations it deems necessary or desirable to implement them, including determining the number of shares beneficially ownedS.R. Snodgrass, P.C. as independent registered public accountants is determined by any person, and to demand certain information from any person who is reasonably believed to beneficially own stock in excessa majority of the 10% limitvotes cast, without regard to broker non-votes or proxies marked “ABSTAIN.” As to the advisory, non-binding resolution with respect to our executive compensation as described in this Proxy Statement, a stockholder may: (i) vote “FOR” the resolution; (ii) vote “AGAINST” the resolution; or (iii) “ABSTAIN” from voting on the resolution. The advisory resolution with respect to our executive compensation as described in the Proxy Statement and reimbursement for all expenses incurredthe advisory vote on the frequency of future “say-on-pay” votes are determined by the affirmative vote of a majority of the votes cast at the Annual Meeting, without regard to either broker non-votes or abstentions. As to the advisory vote on the frequency of future “say-on-pay” advisory votes on our executive compensation, stockholders may choose one of four choices: “ONE YEAR,” “TWO YEARS,” “THREE YEARS,” or “ABSTAIN.” While voting on Proposals 3 and 4 are required by law, these votes will neither be binding on Standard Financial Corp. in connection with an investigation conducted byAVB or the Board of Directors, pursuantnor will they create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on Standard AVB or the Board of Directors.
Revocability of Proxies
You may revoke your proxy at any time before the vote is taken at the Annual Meeting. You may revoke your proxy by:
•
submitting written notice of revocation to the provisionsCorporate Secretary of Article 5, Section DStandard AVB prior to the voting of such proxy;
•
submitting a properly executed proxy bearing a later date;
•
using the internet or telephone voting options explained on the Proxy Card; or
•
voting in person at the Annual Meeting; however, simply attending the Annual Meeting without voting will not revoke an earlier proxy.
Written notices of revocation and other communications regarding the revocation of your proxy should be addressed to:
Standard AVB Financial Corp.
2640 Monroeville Boulevard
Monroeville, Pennsylvania 15146
Attention: Kim J. Davis, Corporate Secretary
If your shares are held in street name, your broker votes your shares and you should follow your broker’s instructions regarding the revocation of proxies.
Solicitation of Proxies
Standard AVB will bear the entire cost of soliciting proxies from you. In addition to the solicitation of proxies by mail, Standard AVB will request that banks, brokers and other holders of record send proxies and proxy material to the beneficial owners of Standard AVB common stock and secure their voting instructions. Standard AVB will reimburse such holders of record for their reasonable expenses in taking those actions. If necessary, Standard AVB may also use several of its regular employees, who will not be separately compensated, to solicit proxies from stockholders, personally or by telephone, facsimile or letter.
Recommendation of the
ArticlesBoard of
Incorporation.If you have selectedDirectors
The Board of Directors has determined that the matters to be considered at the Annual Meeting are in the best interest of the Company and its stockholders, and the Board of Directors unanimously recommends a
broker, bank, or other intermediary to hold your common stock rather than havingvote “FOR” the
shares directly registered in your name with our transfer agent, Registrar and Transfer Company, you will receive instructions directly from your broker, bank, or other intermediary in order to vote your shares. Your brokerage firm may also provide the ability to vote your proxy by telephone or online. Please be advised that if you choose not to vote your proxy, your brokerage firm has the authority under applicable stock market rules to only vote your shares “FOR” or “AGAINST” routine matters. The election of
directors is deemedthe director nominees, “FOR” Proposals 2 and 3, and in favor of the “ONE YEAR” option with respect to
be a non-routine matter. Accordingly, we urge you to vote by following the instructions provided by your broker, bank, or other intermediary.Proposal 4.
Security Ownership of Certain Beneficial Owners and Management
Persons and groups who beneficially own in excess of 5%five percent of our shares ofthe Company’s common stock wereare required to file certain reports with the Securities and Exchange Commission regarding such beneficial ownership. The following table sets forth, as of March 29, 2019, certain information as to the shares of the Company’s common stock owned by persons who beneficially own more than five percent of the Company’s outstanding shares of common stock. We know of no persons, except as listed below, who beneficially owned more than five percent of the outstanding shares of the Company’s common stock as of March 29, 2019. For purposes of the following table and the table included under the heading “Management,” in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, a person is deemed to be the beneficial owner of any shares of common stock (i) over which he or she has, or shares, directly or indirectly, voting or investment power or (ii) as to which he or she has the right to acquire beneficial ownership at any time within 60 days after March 29, 2019.
| Name and Address of Beneficial Owner | | | Number of Shares Owned and
Nature of Beneficial Ownership | | | Percent of Shares of
Common Stock
Outstanding(1) | |
Standard Bank, PaSB Employee Stock Ownership Plan
2640 Monroeville Blvd.
Monroeville, Pennsylvania 15146 | | | | | 254,610(2) | | | | | | 5.28% | | |
Banc Fund VII L.P.
Banc Fund VIII L.P.
Banc Fund IX L.P.
20 North Wacker Drive
Chicago, Illinois 60606 | | | | | 261,976(3) | | | | | | 5.43% | | |
(1)
Based on 4,822,646 shares of Standard AVB common stock outstanding as of March 29, 2019.
(2)
Based on information contained in a Schedule 13G filed with the U.S. Securities and Exchange Commission on February 14, 2019.
(3)
Based on information contained in a Schedule 13G/Amendment No. 1 filed with the U.S. Securities and Exchange Commission on February 12, 2019.
The following table sets forth information about the shares of Standard AVB common stock owned by each nominee for election as director, each incumbent director, each named executive officer identified in the summary compensation table included elsewhere in this Proxy Statement, and all nominees, incumbent directors and executive officers as a group, as of March 29, 2019.
Name(1) | | | Positions
Held in Standard AVB
Financial Corp. | | | Age(2) | | | Director
Since(3) | | | Current
Term to
Expire | | | Shares of
Common
Stock
Beneficially
Owned as of
the
Record
Date(4) | | | Percent
of
Class(5) | |
| NOMINEES | |
| Terence L. Graft | | | Chairman of the Board | | | | | 69 | | | | | | 1991 | | | | | | 2019 | | | | | | 50,093(6) | | | | | | 1.04% | | |
| John M. Lally | | | Director | | | | | 63 | | | | | | 2009 | | | | | | 2019 | | | | | | 32,515(7) | | | | | | * | | |
| David C. Mathews | | | Director | | | | | 64 | | | | | | 2006 | | | | | | 2019 | | | | | | 60,167(8) | | | | | | 1.25% | | |
| Ronald J. Mock | | | Director | | | | | 62 | | | | | | 2009 | | | | | | 2019 | | | | | | 16,848(9) | | | | | | * | | |
| Dale A. Walker | | | Director | | | | | 69 | | | | | | 1999 | | | | | | 2019 | | | | | | 34,322(10) | | | | | | * | | |
| DIRECTORS CONTINUING IN OFFICE | |
| Jennifer H. Lunden | | | Director | | | | | 45 | | | | | | 2018 | | | | | | 2020 | | | | | | 5,435(11) | | | | | | * | | |
| William T. Ferri | | | Director | | | | | 74 | | | | | | 2007 | | | | | | 2020 | | | | | | 44,882(12) | | | | | | * | | |
| Paul A. Iurlano | | | Director | | | | | 64 | | | | | | 2004 | | | | | | 2020 | | | | | | 27,187(13) | | | | | | * | | |
| Gregory J. Saxon | | | Vice Chairman of the Board | | | | | 54 | | | | | | 2002 | | | | | | 2020 | | | | | | 33,834(14) | | | | | | * | | |
| Andrew W. Hasley | | | President and Director | | | | | 55 | | | | | | 2006 | | | | | | 2021 | | | | | | 53,256(15) | | | | | | 1.10% | | |
| Thomas J. Rennie | | | Director | | | | | 69 | | | | | | 2008 | | | | | | 2021 | | | | | | 29,143(16) | | | | | | * | | |
| R. Craig Thomasmeyer | | | Director | | | | | 54 | | | | | | 2004 | | | | | | 2021 | | | | | | 33,069(17) | | | | | | * | | |
| Timothy K. Zimmerman | | | Chief Executive Officer and Director | | | | | 68 | | | | | | 1993 | | | | | | 2021 | | | | | | 128,378(18) | | | | | | 2.66% | | |
| EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS | |
| Susan A. Parente | | | Executive Vice President — Chief Financial Officer | | | | | 26,679(19) | | | | | | * | | |
| John P. Kline | | | Executive Vice President — Chief Lending Officer | | | | | 250(20) | | | | | | * | | |
| Susan M. DeLuca | | | Senior Vice President — Chief Risk Officer | | | | | 9,093(21) | | | | | | * | | |
| Christian M. Chelli | | | Senior Vice President — Chief Credit Officer | | | | | 5,834(22) | | | | | | * | | |
| Shelia D. Crystaloski | | | Senior Vice President — Chief Technology Officer | | | | | 27,598(23) | | | | | | * | | |
| All directors and executive officers as a group (18 persons) | | | | | | | | | | | | | | | | | | | | | | | | | | 618,583 | | | | | | 12.83% | | |
*
Less than 1%.
(1)
The mailing address for each person listed is 2640 Monroeville Boulevard, Monroeville, Pennsylvania 15146.
(2)
As of March 29, 2019.
(3)
Reflects initial election to the Board of Directors of Standard Financial Corp. or Allegheny Valley Bancorp, Inc., as applicable. On April 7, 2017, Allegheny Valley Bancorp, Inc. merged into Standard Financial Corp., with the resulting entity renamed Standard AVB Financial Corp.
(4)
In accordance with Rule 13d-3 under the Securities Exchange Act of 1934, a person is deemed to be the beneficial owner for purposes of this table, of any shares of common stock if he has shared voting or investment power with respect to such security, or has a right to acquire beneficial ownership at any time within 60 days from the date as of which beneficial ownership is being determined. As used herein, “voting power” is the power to vote or direct the voting of shares and “investment power” is the
power to dispose or direct the disposition of shares, and includes all shares held directly as well as by spouses and minor children, in trust and other indirect ownership, over which shares the named individuals effectively exercise sole or shared voting or investment power.
(5)
Based on 4,822,646 shares outstanding as of March 29, 2019.
(6)
Includes 9,795 exercisable stock options.
(7)
Includes 7,532 exercisable stock options.
(8)
Includes 19,200 exercisable stock options.
(9)
Includes 4,166 exercisable stock options.
(10)
Includes 16,695 exercisable stock options.
(11)
Includes no exercisable stock options.
(12)
Includes 13,000 exercisable stock options.
(13)
Includes 4,166 exercisable stock options.
(14)
Includes 4,166 exercisable stock options.
(15)
Includes 10,280 exercisable stock options.
(16)
Includes 16,195 exercisable stock options.
(17)
Includes 7,532 exercisable stock options.
(18)
Includes 70,500 exercisable stock options.
(19)
Includes 15,400 exercisable stock options.
(20)
Includes no exercisable stock options.
(21)
Includes no exercisable stock options.
(22)
Includes no exercisable stock options.
(23)
Includes 8,600 exercisable stock options.
Section 16(a) Beneficial Ownership Reporting Compliance
The common stock is registered with the Securities and Exchange Commission pursuant to
Section 12(b) of the Securities Exchange Act of 1934. The
following table sets forth, asofficers and directors of
January 2, 2014, the
sharesCompany and beneficial owners of
ourgreater than 10% of the common stock
beneficially owned by each person knownare required to
us who was the beneficial owner of more than 5% of the outstanding shares of our common stock.Name and Address | | Number of
Shares Owned | | Percent of
Common Stock
Outstanding | |
Sandler O’Neill Asset Management, LLC | | 309,600 | (1) | 10.35 | % |
780 Third Avenue, 5th Floor New York, NY 10017 | | | | | |
| | | | | |
Standard Bank, PaSB Employee Stock Ownership Plan | | 277,886 | (2) | 9.29 | % |
2640 Monroeville Boulevard Monroeville, PA 15146 | | | | | |
| | | | | |
Raffles Associates | | 239,508 | (3) | 8.01 | % |
2 Penn Plaza, Suite 1920A New York, NY 10121 | | | | | |
| | | | | |
Wellington Management Company LLP | | 229,461 | (4) | 7.67 | % |
280 Congress Street Boston, MA 02210 | | | | | |
| | | | | |
Ithan Creek Master Investors (Cayman) L.P. | | 167,516 | (5) | 5.60 | % |
c/o Wellington Management Company, LLP | | | | | |
280 Congress Street | | | | | |
Boston, MA 02210 | | | | | |
(1)Basedfile reports on a Schedule 13G/A filedForms 3, 4 and 5 with the Securities and Exchange Commission on February 14, 2012.
(2)Based on a Schedule 13G/A filed withdisclosing beneficial ownership and changes in beneficial ownership of the common stock. Securities and Exchange Commission rules require disclosure in the Company’s Proxy Statement or Annual Report on February 12, 2013.
(3)Form 10-K of the failure of an officer, director or 10% beneficial owner of the common stock to file a Form 3, 4, or 5 on a timely basis. Based on a Schedule 13Gthe Company’s review of ownership reports, all such reports were filed with the Securities and Exchange Commission on October 28, 2010.
(4)Based on a Schedule 13G/A filed withtimely basis during the Securities and Exchange Commission on February 14, 2013.
(5)Based on a Schedule 13G filed with the Securities and Exchange Commission on May 20, 2013.
REVOCATIONfiscal year ended December 31, 2018.
free on a touch-tone phone, or by requesting a printed copy of the proxy materials and proxy card. Proxies we receive that are signed, but contain no instructions for voting, will be voted “FOR” the proposals set forth in this Proxy Statement for consideration at the annual meeting.
Proxies may be revoked by sending written notice of revocation to the Secretary of Standard Financial Corp. at the address shown above, or by returning a duly executed proxy bearing a later date by mail, or voting on a later date by Internet or telephone. The presence at the annual meeting of any stockholder who had given a proxy shall not revoke such proxy unless the stockholder delivers his or her ballot in person at the annual meeting or delivers a written revocation to the Secretary prior to the voting of such proxy.
SOLICITATION OF PROXIES
Standard Financial Corp. will bear the entire cost of soliciting proxies from you. We will also reimburse brokers, fiduciaries, and custodians for their costs in forwarding proxy materials to beneficial owners of our stock. Other proxy solicitation expenses that we will pay include those for preparing, mailing, returning, and tabulating the proxies. Standard Financial Corp. has not retained a proxy solicitor. If necessary, Standard Financial Corp. may use several of its regular employees, who will not be specifically compensated, to solicit proxies from stockholders, personally or by telephone, facsimile or letter. We will reimburse their expenses for doing this.
PROPOSAL 1I — ELECTION OF DIRECTORS
Our
The Board of Directors currently consists of seventhirteen (13) members and is divided into three classes. Our bylaws provide thatclasses, with one class of directors is to be elected annually. Our directors are generally elected to serve for a three-year period, or a shorter period if the director is elected to fill a vacancy, and until their respective successors shall have been elected and shall qualify. Twoeach year.
Five (5) directors will be elected at the
annual meetingAnnual Meeting and will serve until their successors have been elected and qualified. The Nominating and Corporate Governance Committee has nominated
William T. Ferri andTerence L. Graft, John M. Lally, David C. Mathews,
Ronald J. Mock and Dale A. Walker to serve as directors for
a three-year
terms. Each individual is currently a member of the Board of Directors.The table below sets forth certain information regarding the composition of our Board of Directors, including the terms of office of Board members. It is intended that the proxies solicited on behalf of the Board of Directors (other than proxies in which the vote is withheld as to a nominee) will be voted at the annual meeting for the election of the nominees identified below. If the nominees are unable to serve, the shares represented by all such proxies will be voted for the election of such substitute as the Nominating and Corporate Governance Committee may recommend. At this time, the Board of Directors knows of no reason why the nominees might be unable to serve, if elected. Except as indicated herein, there are no arrangements or understandings between the nominees and any other person pursuant to which such nominees were selected.
3
term.
| | | | | | | | | | Shares of Common | | | |
| | Positions | | | | | | Current | | Stock Beneficially | | Percent | |
| | Held in Standard | | | | Director | | Term to | | Owned as of the | | of | |
Name (1) | | Financial Corp. | | Age (2) | | Since (3) | | Expire | | Record Date (4) | | Class (5) | |
NOMINEES |
William T. Ferri | | Director | | 68 | | 2007 | | 2014 | | 31,230 | (6) | 1.04 | % |
David C. Mathews | | Director | | 58 | | 2006 | | 2014 | | 39,551 | (7) | 1.32 | % |
DIRECTORS CONTINUING IN OFFICE |
Horace G. Cofer | | Director | | 75 | | 1991 | | 2015 | | 10,519 | (8) | * | |
Thomas J. Rennie | | Director | | 63 | | 2008 | | 2015 | | 15,619 | (9) | * | |
Timothy K. Zimmerman | | President, Chief Executive Officer and Director | | 62 | | 1993 | | 2015 | | 68,318 | (10) | 2.27 | % |
Terence L. Graft | | Chairman of the Board | | 63 | | 1991 | | 2016 | | 32,743 | (11) | 1.09 | % |
Dale A. Walker | | Director | | 63 | | 1999 | | 2016 | | 20,798 | (12) | * | |
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS |
Colleen M. Brown | | Senior Vice President - Chief Financial Officer | | 54 | | | | | | 38,957 | (13) | 1.30 | % |
Paul A. Knapp | | Senior Vice President - Chief Commercial Lending Officer | | 59 | | | | | | 32,086 | (14) | 1.07 | % |
Susan A. Parente | | Vice President and Controller | | 51 | | | | | | 11,865 | (15) | * | |
All directors and executive officers as a group (10 persons) | | | | | | | | 301,686 | | 9.93 | % |
*
| Less than 1%
|
| (1)
| The mailing address for each person listed is 2640 Monroeville Boulevard, Monroeville, Pennsylvania 15146.
|
| (2)
| As of September 30, 2013.
|
| (3)
| Reflects initial election to the Board of Directors of Standard Bank.
|
| (4)
| In accordance with Rule 13d-3 under the Securities Exchange Act of 1934, a person is deemed to be the beneficial owner for purposes of this table, of any shares of common stock if he/she has shared voting or investment power with respect to such security, or has a right to acquire beneficial ownership at any time within 60 days from the date as of which beneficial ownership is being determined. As used herein, “voting power” is the power to vote or direct the voting of shares and “investment power” is the power to dispose or direct the disposition of shares, and includes all shares held directly as well as by spouses and minor children, in trust and other indirect ownership, over which shares the named individuals effectively exercise sole or shared voting or investment power.
|
| (5)
| Based on 2,990,997 shares outstanding as of January 2, 2014.
|
| (6)
| Includes 6,762 shares held in an individual retirement account, 4,099 shares held in a spouse’s individual retirement account, 5,344 shares of restricted stock over which Mr. Ferri has voting control and 3,339 shares that can be acquired through the exercise of presently exercisable stock options.
|
| (7)
| Includes 7,000 shares held in an individual retirement account, 11,403 shares in a 401(k) plan, 7,971 shares in a spouse’s individual retirement account, 1,657 shares held by the ESOP for the account of Mr. Mathews, 6,144 shares of restricted stock over which Mr. Mathews has voting control and 3,840 shares that can be acquired through the exercise of presently exercisable stock options.
|
| (8)
| Includes 5,344 shares of restricted stock over which Mr. Cofer has voting control and 3,339 shares that can be acquired through the exercise of presently exercisable stock options.
|
| (9)
| Includes 5,000 shares held in an individual retirement account, 100 shares held in custodial accounts, 5,344 shares of restricted stock over which Mr. Rennie has voting control and 3,339 shares that can be acquired through the exercise of presently exercisable stock options.
|
| (10)
| Includes 20,213 shares held in a 401(k) plan, 5,000 shares held in a spouse’s simplified employee pension account, 2,205 shares held by the ESOP for the account of Mr. Zimmerman, 22,560 shares of restricted stock over which Mr. Zimmerman has voting control and 14,100 shares that can be acquired through the exercise of presently exercisable stock options.
|
| (11)
| Includes 8,724 shares held in an individual retirement account, 5,344 shares of restricted stock over which Mr. Graft has voting control and 3,339 shares that can be acquired through the exercise of presently exercisable stock options.
|
| (12)
| Includes 2,286 shares held in an individual retirement account, 2,393 shares held in a spouse’s individual retirement account, 5,344 shares of restricted stock over which Mr. Walker has voting control and 3,339 shares that can be acquired through the exercise of presently exercisable stock options.
|
| (13)
| Includes 19,330 shares held in a 401(k) plan, 1,627 shares held by the ESOP for the account of Ms. Brown, 9,600 shares of restricted stock over which Ms. Brown has voting control and 6,000 shares that can be acquired through the exercise of presently exercisable stock options.
|
| (14)
| Includes 19,504 shares held in a 401(k) plan, 1,181 shares held by the ESOP for the account of Mr. Knapp, 6,440 shares of restricted stock over which Mr. Knapp has voting control and 4,000 shares that can be acquired through the exercise of presently exercisable stock options.
|
| (15)
| Includes 1,872 shares held in a 401(k) plan, 907 shares held by the ESOP for the account of Ms. Parente, 4,896 shares of restricted stock over which Ms. Parente has voting control and 3,080 shares that can be acquired through the exercise of presently exercisable stock options.
|
4
Directors
The biographies of each of the nominees and continuing board members below contain information regarding the person’s business experience and the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board of Directors to determine that the person should serve as a director. The principal occupation during the past five years of each of our directors is set forth below. All directors have held their present positions for at least five years unless otherwise stated. Each existing director is also a director of Standard Bank.
Bank, PaSB.
All of the nominees and directors continuing in office are or were long-time residents of the communities served by Standard
Financial Corp.AVB and many of such individuals have operated, or currently operate, businesses located in such communities. As a result, each nominee and director continuing in office has significant knowledge of the businesses that operate in Standard
Financial Corp.’sAVB’s market area, an understanding of the general real estate market, values and trends in such communities and an understanding of the overall demographics of such communities. As the holding company for a community banking institution, Standard
Financial Corp.AVB believes that the local knowledge and experience of its directors assists Standard
Financial Corp.AVB in assessing the credit and banking needs of its customers, developing products and services to better serve its customers and assessing the risks inherent in its lending operations, and provides Standard
Financial Corp.AVB with greater business development opportunities.
It is intended that the proxies solicited on behalf of the Board (other than proxies in which the vote is withheld as to the nominees) will be voted at the Annual Meeting “FOR” the election of the nominees. If the nominees are unable to serve, the shares represented by all such proxies will be voted for the election of such substitute as the Board may recommend. At this time, the Board knows of no reason why the nominees would be unable to serve if elected. Except as indicated herein, there are no arrangements or understandings between the nominees and any other person pursuant to which such nominees were selected.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES LISTED IN THIS PROXY STATEMENT.
Directors and Executive Officers
Following is the business experience for the past five years of each of the Company’s directors and executive officers.
Nominees for Director for a Term of Three Years
Terence L. Graft has been a director of Standard AVB and Standard Bank since 1991 and has served as Chairman of the Board of Standard BankDirectors since 2008. Mr. Graft is the owner of Kepple-Graft Funeral Home located in Greensburg, Pennsylvania and Graft-Jacquillard Funeral Home located in Scottdale, Pennsylvania. He is a member of the National and Pennsylvania Funeral Directors Associations, as well as the Funeral Directors Associations of Armstrong, Westmoreland and Indiana, Pennsylvania. Mr. Graft’s experience as a local business owner and his knowledge of the local business community led toand his electionbusiness management skills make him a valuable contributor to the Board of Directors.
John M. Lally, CPA, MBA, CVA, has been a director of Standard AVB and Standard Bank since 2017. He previously served as a director of Allegheny Valley Bancorp and Allegheny Valley Bank from 2009 to 2017. Mr. Lally is the managing partner of Lally & Co., LLC, a Pittsburgh-based certified public accounting and business advisory firm. Mr. Lally has been an owner/partner in
1991.Horace G. Coferthe CPA practice since its founding in 1983. Mr. Lally is Presidenta 1977 graduate of Horace Cofer Associates, Inc.Saint Vincent College in Latrobe, Pennsylvania, and
obtained his MBA from The George Washington University in Washington, D.C.,
an engineering consulting service located in
Murrysville, Pennsylvania.1978. He successfully passed the Uniform CPA Exam in 1981, the Certified Financial Planner examinations in 1986, and the Certified Valuation Analyst examination in 2001. Mr.
Cofer’sLally brings valued practical and technical experience
managing a local business and his knowledge of the localas well as strong business community
ledrelationships to
his election to the Board in 1991.William T. Ferri is a pharmacistour board and the owner of Ferri Pharmacy located in Murrysville, Pennsylvania. He is the Chief Executive Officer of Ferri Enterprises, a property development and management company, and the President of Ferri Supermarkets, Inc. He is Director-Secretary of Value Drug Company, a pharmacy wholesale co-op distributor in Altoona, PA, and is also a member of the Pennsylvania Pharmacists Association, the National Association of Retail Pharmacists, the Murrysville Community Economic Development Corporation, the Westmoreland Chamber of Commerce and the Murrysville Business Association. Mr. Ferri’s experience owning a local business and his knowledge of the local business community led to his election to the Board in 2007.
committees on which he serves.
David C. Mathews is has been a director of Standard AVB and Standard Bank since 2006. Mr. Mathews served as the Business Development Coordinator of Standard Bank sincefrom January 2006.2006 until his retirement in February 2019. Prior to joining Standard Bank, Mr. Mathews served as the President and Chief Executive Officer of Hoblitzell National Bank (“HNB”) from 1998 until HNB was acquired by Standard Bank in January 2006. Mr. Mathews has 34 years of experience in banking. Mr. Mathews is a board member of the Boards ofWestern Maryland Health System Hospital and the Western Maryland Health System Foundation, and the YMCA of Cumberland, and is also a past member of the Frostburg State Business Advisory Board of Directors and The Greater Cumberland Committee. He is a former board member of the YMCA of Cumberland. Mr. Mathews contributes his extensive experience with commercial lending and with the markets served by HNB led to his electionbusiness development and general management expertise to the Board of Directors.
Ronald J. Mock, CPA has been a director of Standard AVB and Standard Bank since 2017. Mr. Mock previously served as a director of Allegheny Valley Bancorp and Allegheny Valley Bank from 2009 to 2017. Mr. Mock is the President of Mock Bosco & Associates, P.C., a regional public accounting firm, and CEO of Independent Controller Services, Inc. Throughout his 30-year career, Mr. Mock has provided audit and tax services to a variety of private, publicly held, and foreign-owned companies in
2006.the manufacturing, professional services, real estate, and construction industries. Before owning his own firm, he was employed by Deloitte & Touche in Pittsburgh, an international accounting and consulting firm, where he was a Manager in the Audit Department. Mr. Mock is a member of the American and Pennsylvania Institutes of Certified Public Accountants. He formerly served as Chairman of the SMC Business Council, a regional business trade association, and is a former member of the Association’s Audit Committee. Mr. Mock’s professional experience, inquisitive nature, strong ties to the communities served by the Bank, and integrity all provide valuable resources to the board.
Dale A. Walker has been a director of Standard AVB and Standard Bank since 1999. Mr. Walker is a certified public accountant and is the owner of Dale A. Walker, CPA, an accounting firm in Mount Pleasant, Pennsylvania. He is a member of the American and Pennsylvania Institutes of Certified Public Accountants, a director and Treasurer of Penn Laurel Holdings, a real estate investment company, Director of the Mount Pleasant Free Public Library, past Chairman of the Board of Excela Health, a not-for-profit health care system in western Pennsylvania, Treasurer of Mount Pleasant Business District Authority and Mount Pleasant Parking Authority, Elder at Reunion Presbyterian Church and a past president and member of the Mount Pleasant Rotary. Mr. Walker contributes his accounting experience and knowledge of the local business community to the Board of Directors.
Terms to Expire Fiscal Year 2020
Jennifer H. Lunden has been a director of Standard AVB and Standard Bank since 2018. Mrs. Lunden is an attorney with Hergenroeder, Rega, Ewing & Kennedy, LLC, a residential and commercial real estate law firm based in Pittsburgh, Pennsylvania. Mrs. Lunden’s legal experience in banking and lending matters provide additional depth to the Standard AVB and Standard Bank Boards of Directors. Mrs. Lunden is a Member of the Allegheny County Bar Association, National Association of Development Companies and Western Pennsylvania Association of Guaranteed SBA Lenders. Mrs. Lunden is also a Pennsylvania Title Agent and Solicitor of Murrysville Economic and Community Development Association. Mrs. Lunden’s legal experience coupled with a wide range of business experience, leadership qualities, and ongoing interaction with the local Pittsburgh and Murrysville communities make her a valuable contributor to the Board of Directors.
William T. Ferri has been a director of Standard AVB and Standard Bank since 2007. Mr. Ferri is a pharmacist and the owner of Ferri Pharmacy located in Murrysville, Pennsylvania. He is also the Chief Executive Officer of Ferri Enterprises, a property development and management company, and the President of Ferri Supermarkets, Inc. He is Director-Secretary of Value Drug Company, a pharmacy wholesale co-op distributor in Altoona, PA, and is also a member of the Pennsylvania Pharmacists
Association, the National Association of Retail Pharmacists, the Murrysville Community Economic Development Corporation, the Westmoreland Chamber of Commerce and the Murrysville Business Association. Mr. Ferri contributes his experience owning a local business and his knowledge of the local business community to the Board of Directors
Paul A. Iurlano has been a director of Standard AVB and Standard Bank since 2017. Mr. Iurlano was previously a director of Allegheny Valley Bancorp and Allegheny Valley Bank from 2004 to 2017. Mr. Iurlano is Chief Facilities Officer of the Roman Catholic Diocese of Pittsburgh and Legal Counsel for the Diocesan Office for Facilities Management. In his current position, Mr. Iurlano is involved in all aspects of the acquisition, development and disposal of real estate as well as owner oversight of major construction, renovation and demolition projects. Prior to the Catholic Diocese, Mr. Iurlano had extensive experience in general construction and construction management of projects principally involving all types of parking structures, mid-rise and high-rise apartment buildings, retail buildings and commercial build outs. Since 1995, Mr. Iurlano has served as a construction arbitrator on over 150 cases administrated by the American Arbitration Association. Disputes have ranged from $10,000 to $3 million and involved contract interpretation, change orders, performance deficiencies, delay and lost opportunity. Mr. Iurlano is also a Trustee of the Pittsburgh Catholic Newspaper Publishing Corp., Director of Parish Catholic Cemeteries Association, Inc., Director of Central Catholic High School, Inc., Director of North Catholic High School, Inc., Director of the St. Joseph High School, Inc., and Director and past President of the Fox Chapel Authority. In addition to his law degree, Mr. Iurlano has degrees in engineering and public administration. Mr. Iurlano’s significant involvement in construction, property management, contract dispute resolution and other outside board involvement make him a valuable Board member.
Gregory J. Saxon has been a director of Standard AVB and Standard Bank since 2017. Mr. Saxon previously served as a director of Allegheny Valley Bancorp from 2002 through 2017 and Allegheny Valley Bank from 2001 to 2017. He also served as Chairman of Allegheny Valley Bancorp and Allegheny Valley Bank from 2006 to 2017. Mr. Saxon is President of Conco Services, Corp., a privately held manufacturing and energy services company. Previous to his current employment, Mr. Saxon served as Vice President of Manufacturing at Conco, while filling a second position as President of Global Heat Exchanger Services Co., a manufacturing and petrochemical services company affiliated with Conco Services, Corp. He has also functioned as the manufacturing manager and plant manager at Conco and has been a member of the Board of Directors for all Conco companies since 1990. Mr. Saxon graduated from Robert Morris College with a Bachelor of Science degree in Marketing and has been a member of the Society of Manufacturing Engineers as well as the National Tooling and Machining Association since 1987. He has also participated in additional Executive Educational Programs at Wharton, University of Pennsylvania, for additional education at both the Executive and Directorship levels. Mr. Saxon’s wide range of business experience, leadership qualities, and ongoing interaction with the local Pittsburgh business community make him a valuable contributor to the Board of Directors.
Terms to Expire Fiscal Year 2021
Andrew W. Hasley, CPA, MBA, is President and a director of Standard AVB and Standard Bank since 2017. He was formerly the President, Chief Executive Officer and a director of Allegheny Valley Bancorp and Allegheny Valley Bank from 2006 through 2017. Prior to his work with Allegheny Valley, Mr. Hasley was President of NorthSide Bank and its holding company, NSD Bancorp, Inc. He has also served as President of Pennsylvania Capital Bank. Mr. Hasley’s banking experience dates back to December 1985. He audited financial institutions while employed at Ernst and Whitney, and earned the Federal Thrift Regulator designation while employed by the Office of Thrift Supervision. Through his years of experience in this industry, Mr. Hasley has gained significant knowledge in all areas of executive bank management. He has been elected as Chairman of the Board of Directors of the Pennsylvania Association of Community Bankers and has taught continuing professional education for Pennsylvania State University on various banking-related subjects. Mr. Hasley has been active in local charities and his church, serving as President of the Board of Trustees of the Mt. Lebanon Evangelical Presbyterian Church, and is a board member of the Pittsburgh Zoo and PPG Aquarium, serving on the Zoo’s strategic planning and finance committees. Mr. Hasley is a 1985 graduate of Duquesne University in Pittsburgh, Pennsylvania, and obtained his MBA from Duquesne University in 1991. He currently is a member of the Federal Reserve
Bank of Cleveland Community Depository Institutions Advisory Council. Mr. Hasley’s vast experience leading financial institutions throughout his career and extensive technical background and management experience make him a valuable member of the Board of Directors.
Thomas J. Rennie has been a director of Standard AVB and Standard Bank since 2008. Mr. Rennie is a certified public accountant and the owner of a public accounting firm offering tax, accounting and consulting services with offices in Ligonier and Latrobe,Greensburg, Pennsylvania. He is a member and past President of the Ligonier Chamber of Commerce, past President of the Southwest Chapter of the Pennsylvania Institute of Certified Public Accountants and a past President of Ligonier Rotary Club and presently serves on the finance council of St. Benedict Church in Greensburg. Mr. Rennie’sRennie contributes his accounting and business management and analytical experience and knowledge of the local business community led to his election to the Board of Directors.
R. Craig Thomasmeyer has been a director of Standard AVB and Standard Bank since 2017. Previously, Mr. Thomasmeyer served as a director of Allegheny Valley Bancorp and Allegheny Valley Bank from 2004 through 2017. Mr. Thomasmeyer is the Executive Vice President of Miller Information Systems (“MIS”), a Pittsburgh-based telecommunications contractor and services provider. Prior to joining MIS in
2008.Dale A. Walker is1992, Mr. Thomasmeyer worked at Davenport, Marvin, Joyce & Co., CPAs located in North Carolina. He also serves on the Audit Committee of Butler Health Systems. As a certified public accountant, he served their base of local clients in the audit and is the owner of Dale A. Walker, CPA, anspecial accounting firm in Mount Pleasant, Pennsylvania. He is a member of the American and Pennsylvania Institutes of Certified Public Accountants, a director and Treasurer of Penn Laurel Holdings, a real estate investment company, past Chairman ofneeds fields. With his experience, Mr. Thomasmeyer provides the Board of Excela Health, a not-for-profit health care systemDirectors with valuable expertise in western Pennsylvania, Treasurerdealing with accounting principles and financial reporting rules and regulations, evaluating financial results, and generally overseeing the financial reporting process of Mount Pleasant Business District Authority and a past president and member of the Mount Pleasant Rotary.corporations. Mr. Walker’s accountingThomasmeyer’s experience and knowledge make him a skilled advisor and a valuable contributor to our Board of the local business community led to his election to the Board in 1999.
5
Directors.
Timothy K. Zimmerman is Chief Executive Officer and a director of Standard AVB and Standard Bank since 2017. He was formerly the President, and Chief Executive Officer of Standard Financial Corp. and Standard Bank sincefrom 1992 and a director of Standard Financial Corp. and Standard Bank since 1993. Prior to joining Standard Bank, Mr. Zimmerman served at Landmark Savings Association, Pittsburgh (and predecessors) from 1977 to 1992, including service as Senior Vice President and Chief Financial Officer from 1985 to 1992. Mr. Zimmerman is a Certified Public Accountant and worked for KPMG Peat Marwick from 1973 to 1977. Mr. Zimmerman is very active in community organizations and volunteer boards of directors. He has served as a director and committee chairman and member of numerous not for profit organizations, serving on boards and committees of the Pittsburgh Civic Light Opera and others in the Greater Pittsburgh area.Area. He is a former member of the Board of Directors of the Pennsylvania Association of Community Bankers and is currently Chairman of the Strategic Planning Committee.Bankers. Currently he is serving as Secretary of the Executive CommitteeImmediate Past Chairman of the Independent Community Bankers of America (“ICBA”), and as a member of ICBA’s Board of Directors and Executive Committee. During his affiliation with ICBA, he has served in many leadership roles including as Chairman of ICBA Securities, Vice Chairman of the Bank Education Committee, liaison toVice Chairman of the Policy Development Committee and Chairman of the ICBA’s Federal Home Loan Bank Task ForceForce. In addition, he has served as Chairman and Vice Chairman of the Consumer Financial Protection Bureau’s Community Bank Advisory Council and is currently a member of the National Association of Home Builders Mortgage Roundtable. He also isworked on ICBA’s task force for the former ChairmanFinancial Accounting Standards Board of Directors’ (“FASB”) Current Expected Credit Loss Model (“CECL”) and was appointed by FASB to the ICBA Federal Home Loan Bank Task Force.
Transition Resource Group for CECL. Mr. Zimmerman contributes his extensive experience in financial accounting, financial institutions and management experience to the Board of Directors.
Executive Officers
who are notof Standard AVB Who Are Not Also Directors
The principal occupation during the past five years of each of our executive officers, is set forth below. All executive officers have held their present positions for at least five years unless otherwise stated.
Colleen M. Brown
John P. Kline, age 53, is SeniorExecutive Vice President and Chief Lending Officer of Standard AVB and Standard Bank. Mr. Kline joined Standard AVB and Standard Bank in September 2018. Mr. Kline has 31 years of experience in the financial services industry concentrating in the areas of commercial credit analysis, commercial credit administration, commercial loan administration, commercial real estate lending and commercial and industrial lending. Mr. Kline currently serves as a Board Member of United Way of Southwestern PA, Westmoreland County Chamber of Commerce, Westmoreland Frick Hospital
Foundation, Economic Growth Connection, Penn Regional Investments and Westmoreland County Industrial Development Authority. In addition, he serves as Board Chair of St. Anne Home and the Salvation Army of Greensburg and Board Treasurer of West Penn Power Sustainable Energy Fund.
Susan A. Parente, CPA, age 56, is Executive Vice President and Chief Financial Officer of Standard
Bank since 1996.AVB and Standard Bank. Ms.
Brown has 32 yearsParente joined Standard Financial in 1998 as Controller and in 2000 was appointed Assistant Treasurer. In 2008, she earned the officer designation of
bankingVice President and
accounting experience, including service with PNC Bank, Pittsburgh, Integra Financial Corporation, Pittsburgh, and Landmark Savings Association, Pittsburgh. Ms. Brown is a certified public accountant and served as a senior auditor for KPMG Peat Marwick, Pittsburgh from 1979 to 1983. Ms. Brown is a memberassumed direction of the
Americannewly combined Finance and
Pennsylvania InstitutesOperations Department. In 2014, she earned the officer designation of
Certified Public Accountants.Paul A. Knapp is Senior Vice President —and in October 2016 was appointed Chief Commercial Loan Officer of Standard Bank since 1999. Prior to joining Standard Bank, Mr. Knapp worked as Commercial Loan Officer/Branch Manager with Mars National Bank, Gibsonia, Pennsylvania from 1995 to 1999. Mr. Knapp has 34 years of experience in banking, including service with Landmark Savings Association, Pittsburgh. Mr. Knapp also served as a National Bank Examiner for the Office of the Comptroller of the Currency from 1992 to 1995. Mr. Knapp is a member of Robert Morris Associates of Pittsburgh, the Mortgage Bankers of Pittsburgh, the Business Network International (Monroeville) and the Monroeville Rotary. He is also Chairman of the Loan Committee for the Regional Development Funding Corporation, a past Chairman of the Regional Development Funding Corporation, and a member of the Board of the Penn Township Planning and Zoning Commission.
Susan A. Parente is Vice President — Controller of Standard Bank since 1998.Financial Officer. Ms. Parente has 2731 years of banking and accounting experience. Prior to joining Standard Bank, Ms. Parente worked as Manager of Profit Planning and as a Senior Accountant with Equitable Resources, Pittsburgh, from 1990 to 1998. Prior banking experience includes service as an Internal Auditor and Senior Accountant with Landmark Savings Association, Pittsburgh, from 1985 to 1990. Ms. Parente is a certified public accountant and member of the American and Pennsylvania Institutes of Certified Public Accountants.
Christian M. Chelli, age 50, is Senior Vice President and Chief Credit Officer of Standard AVB and Standard Bank. Mr. Chelli was hired by Allegheny Valley Bancorp in 2008 as Vice President, Commercial Lending Officer, and in 2010 served as Senior Vice President, Senior Commercial Lending Officer. In 2013, Mr. Chelli served as Allegheny Valley Bancorp’s Senior Vice President, Chief Credit Officer. Mr. Chelli has over 25 years of experience in the financial services industry concentrating in the areas of commercial credit and policy administration, commercial and industrial lending, commercial real estate lending, financial statement and cash flow analysis and overall business risk assessment. Mr. Chelli currently serves as a Board
IndependenceMember of the Financial Industries Network.
Susan M. DeLuca, age 62, is Senior Vice President and Chief Risk Officer of Standard AVB and Standard Bank. In her forty-year career with Allegheny Valley Bank, she held numerous management positions including a member of the senior management team for twenty-two years. In addition, she served as Corporate Secretary for Allegheny Valley Bancorp and Allegheny Valley Bank for twenty-six years and as a Director of Allegheny Valley Bancorp for nineteen years. Mrs. DeLuca served as a past Board member of the Pittsburgh Chapter of the American Institute of Banking. Mrs. DeLuca oversees general bank compliance and overall risk management initiatives.
Sheila D. Crystaloski, CISM, age 56, is Senior Vice President and Chief Technology Officer of Standard AVB and Standard Bank. Ms. Crystaloski previously served as Director of Technology for Standard Financial and Standard Bank since 1998. In 2000 she earned the officer designation of Assistant Vice President. In 2006 she earned the officer designation of Vice President. Ms. Crystaloski has over 33 years in the technology field and over 25 years in banking technology. Prior to joining Standard Bank, Ms. Crystaloski worked as Senior Systems Analyst and Assistant Vice President for Commercial National Bank, Latrobe from 1991 to 1998. Prior experience includes Computer Operator and Network Specialist for Latrobe Area Hospital from 1984 to 1991. Ms. Crystaloski is a Certified Information Security Manager, a member of ISACA and InfraGard as well as a 15 year Rotarian.
Corporate Governance and Code of Ethics and Business Conduct
Standard AVB is committed to maintaining sound corporate governance principles and the highest standards of ethical conduct and is in compliance with applicable corporate governance laws and regulations.
The Board has adopted a code of Directorsethics for the principal executive officer, principal financial officer, principal accounting officer and all persons performing similar functions. The code of ethics is designed to deter wrongdoing and to promote honest and ethical conduct, the avoidance of conflicts of interest, full and accurate disclosure and compliance with all applicable laws, rules and regulations. The code of ethics is available on the Company’s website at www.standardbankpa.com.
Director Independence
The Board has determined that,
each of our directors, with the exception ofexcept directors Timothy
K. Zimmerman,
Andrew W. Hasley and David
C. Mathews
is “independent” as defined in the listing ruleseach member of the
Nasdaq Stock Market.Board is an “independent director” within the meaning of the NASDAQ corporate governance listing standards and the Company’s corporate governance policies. Messrs. Zimmerman and
MathewsHasley are not independent because they are employees of Standard
AVB and Standard Bank.
At September 30, 2013, Mr. Mathews retired from full time employment with Standard Bank had two loans outstandingon February 27, 2019. Mr. Mathews is not independent because of his prior employment with Standard Bank. He remains on the Board of Directors. There were no transactions that the Board of Directors needed to entities in which Director Ferri had an ownership interest,review that are not required to be reported under “— Transactions with an aggregate balance of $527,548 and one loan to Director Rennie with a balance of $117,000, respectively. Each of these loans were madeCertain Related Persons” that would bear in the ordinary coursedetermination of business and on substantially the same terms, including interest rates and collateral, as those prevailing atindependence of the time for comparable transactions with the general public, and did not involve more than the normal risk of collectability or present other unfavorable features. At September 30, 2013, Standard Bank had no additional loans outstanding with any of its directors or executive officers.
directors.
Board Leadership Structure and Risk Oversight
Our
The Board of Directors is chaired by Terence L. Graft
whoand is vice-chaired by Gregory J. Saxon, each of whom is a non-executive director. This structure ensures a greater role for the independent directors in the oversight of Standard
Financial Corp.AVB and Standard Bank, and active
6
participation of the independent directors in setting agendas and establishing priorities and procedures for the work of the Board.
Board of Directors.
The Board of Directors is actively involved in oversight of risks that could affect Standard
Financial Corp.AVB. This oversight is conducted primarily through committees of the Board of Directors, but the full Board of Directors has retained responsibility for general oversight of risks. The Board of Directors satisfies this responsibility through full reports by each committee chair regarding such committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within Standard
Financial Corp.AVB. Risks relating to the direct operations of Standard Bank are further overseen by the Board of Directors of Standard Bank, which consists of the same individuals who serve on the Board of Directors of Standard
Financial Corp.AVB. The Board of Directors of Standard Bank also has additional committees that conduct risk oversight and they typically meet jointly with the committees of Standard
Financial Corp.AVB. All committees are responsible for the establishment of policies that guide management and staff in the day-to-day operation of Standard
Financial Corp.AVB and Standard Bank, such as lending, risk management, asset/
liability management, investment management and others.
Board Meetings and Committees
of the Board of Directors The
business of Standard Financial Corp. is conducted at regular and special meetings of the full Board and its standing committees. In addition, our independent directors meet in executive sessions. The standing committees consist of the Executive, Audit, Compensation and Nominating and Corporate Governance Committees. During the fiscal year ended September 30, 2013, the Board of Directors of Standard
Financial Corp.AVB met
at six regular meetings and had no special meetings.12 times during the fiscal year ended December 31, 2018. No
member of the Board or any committee thereofdirector attended fewer than 75% of the aggregate
of: (i)of the total number of
Board meetings
of the Board of Directors (held during the period for which he or she has been a director); and
(ii) the total number ofcommittee meetings
held by all committees of the board on which he or she served (during the
periodsperiod in which he or she served) that
he served).The duties and responsibilitieswere held during the fiscal year ended December 31, 2018. Executive sessions of the Executive,independent directors are conducted on a regular basis. Although not required, attendance of Board members at the Annual Meeting of Stockholders is encouraged. All of the directors attended the 2018 Annual Meeting of Stockholders.
The Company has three standing Board committees: Compensation
Audit and
Personnel; Nominating and Corporate
Governance Committees are as follows:ExecutiveGovernance; and Audit.
Compensation and Personnel Committee
. The Board of Directors has delegated to the Executive Committee the power and authority to act on its behalf in between Board meetings. The Board has designated the president and two or more of the other directors to constitute the Executive Committee. The current members of the Executive Committee consist of Director Graft, who serves as Chairman, and Directors Ferri, Mathews, Walker and Zimmerman. The Executive Committee met six times in fiscal year 2013.Compensation Committee.
The Compensation
and Personnel Committee
(“Compensation Committee”) is composed of independent (as defined in the
Nasdaq corporate governance listing standards)Standard AVB Nominating and Corporate Governance Committee Charter), non-employee
directors.directors who are not eligible to participate in management compensation programs. The current members of the Compensation Committee consist of Directors Graft, who serves as Chairman, Ferri,
Saxon, Thomasmeyer and Walker. The Compensation Committee has a written charter, which is available on our website at www.standardbankpa.com. The Compensation Committee met
three4 times during the fiscal year ended
September 30, 2013.December 31, 2018.
None of these individuals was an officer or employee of Standard AVB or Standard Bank during the fiscal year ended December 31, 2018, or is a former officer of Standard AVB or Standard Bank. Each member of the Compensation Committee is independent in accordance with the listing standards of the NASDAQ Stock Market.
Pursuant to the Compensation Committee’s Charter, the Compensation Committee approves the compensation objectives for Standard
Financial Corp.AVB and Standard Bank and establishes the compensation for the
President and Chief Executive Officer and other
senior executives.
Our President andThe Chief Executive Officer
provideprovides recommendations to the Compensation Committee on matters of compensation philosophy, plan design and the general guidelines for employee compensation. These recommendations are then considered by the Compensation Committee. However, Mr. Zimmerman does not vote on and is not present for any discussion of his own compensation.
The Compensation Committee, in performing its duties and responsibilities with respect to director and executive officer compensation, relies on
market compensation, survey information and the assistance of
ourthe Human Resources Department. In addition, during the fiscal year ended
September 30, 2013,December 31, 2018, the Compensation Committee retained Pearl Meyer
and& Partners,
LLC (“Pearl Meyer”) to provide market survey salary data and recommendations with respect to
compensation for the Board
of Directors. Pearl Meyer had also been retained to perform a comprehensive review of compensation for the Board of Directors and senior executive management
compensation.compensation and benefit plans during 2017. This information for senior executive management was refreshed during 2018 using independent compensation and benefit survey information.
Audit CommitteeAnalysis of Compensation Risk.. The Audit In setting compensation, the Compensation Committee consists of Directors Walker, who serves as Chairman, Cofer, Ferri and Rennie. Each member ofalso considers the Audit Committee is “independent” as definedrisks to the Company’s stockholders that may be inherent in the Nasdaq corporate governance listing standardscompensation program and under Securities and Exchange Commission Rule 10A-3. The Board of Directors has determined that Mr. Walker qualifies as an “audit committee financial expert” as that term is used in the rules and regulations of the Securities and Exchange Commission. Information with respect to the experience of Mr. Walker is included in “—7
Directors.” Our Audit Committee has a written charter, which is available on our website at www.standardbankpa.com. The Audit Committee of Standard Financial Corp. met four times during the fiscal year ended September 30, 2013.
Among other activities, the Audit Committee assists the Board of Directors in overseeing the integrityachievement of our financial statements; overseeinggoals. Based on its review, the Compensation Committee believes our compliance with legalcompensation programs represent an appropriate balance of short-term and regulatory requirements; overseeinglong-term compensation and do not encourage executive officers or other employees to take unnecessary or excessive risks that are reasonably likely to have a material adverse effect on the independent registered public accountant’s qualificationsCompany. The Compensation Committee review also considered our internal controls, policies and independence; overseeingrisk-mitigating components in our incentive arrangements currently in place.
We considered the performancefollowing elements, among others, of our independent registered public accountantexecutive compensation plans and policies when evaluating whether such plans and policies encourage our executives to take unreasonable risks:
•
we set performance goals that we believe are reasonable but challenging in light of past performance and market conditions; and
•
we have a balanced portfolio between long-term and short-term compensation, variable and fixed pay, and cash, equity and deferred compensation with a compensation portfolio weighted similar to our
internal audit function; and overseeing our system of disclosure controls and system of internal controls regarding finance, accounting, and legal compliance.peers.
Nominating and Corporate Governance Committee.
The Nominating and Corporate Governance Committee consists of at least
threesix directors who are “independent” as defined in the
Nasdaq corporate governance listing standards.Nominating and Corporate Governance Committee Charter. The current members of the Nominating and Corporate Governance Committee consist of
Directors Cofer,Director Graft, who serves as Chairman,
GraftRennie, Ferri, Thomasmeyer, Iurlano and
Rennie.Saxon. The Nominating and Corporate Governance Committee has a written charter, which is available on our
website at www.standardbankpa.com. The Nominating and Corporate Governance Committee of Standard
Financial Corp.AVB met
one time2 times during the fiscal year ended
September 30, 2013.December 31, 2018.
Pursuant to the Nominating and Corporate Governance Committee charter, the Nominating and Corporate Governance Committee assists the Board of Directors in identifying qualified individuals to serve as
members of the Board
members,of Directors, in determining the composition of the Board of Directors and its committees, in monitoring a process to assess Board
of Directors effectiveness and in developing and implementing our corporate governance guidelines. The Nominating and Corporate Governance Committee also considers and recommends the nominees for director to stand for election at our annual meeting of stockholders.
If the candidate is deemed eligible for election to the Board of Directors, the Committee will consider the following criteria in selecting nominees, as described in more detail in the Committee’s
Criteria for Director Nominees:·contribution toCharter: the board;
·experience;
·familiarity withcandidate’s personal and participationprofessional integrity, exceptional ability and judgment, effectiveness in local community;
·integrity;
·stockholderserving the long-term interests and dedication; and
·independence.
The Committee will also consider any other factors it deems relevant to a candidate’s nomination, including the extent to which the candidate helps the Board of Directors reflect the diversity of our stockholders employees, customers and communities. The Committee also may consider the current compositionour desire to have directors of diverse backgrounds and size of the Board of Directors, the balance of management and independent directors, and the need for audit committee expertise.
perspectives.
The
Committee may weigh the foregoing criteria differently in different situations, depending on the composition of the Board of Directors at the time. The Board of Directors will maintain at least one director who meets the definition of “audit committee financial expert” under Securities and Exchange Commission regulations.With respect to nominating an existing director for re-election to the Board of Directors, the Nominating and Corporate Governance Committee will also consider an individual’s independence, experience relevant to Standard AVB’s needs, leadership qualities, diversity and review an existing director’s board and committee attendance and performance; length of board service; experience, skills and contributions that the existing director brings to the board; and independence.
stock ownership.
In addition to meeting these qualifications, a person is not qualified to serve as a director if he or she: (1)
is under indictment for, or has ever been convicted of a criminal offense involving dishonesty or breach of trust and the penalty for such offense could be imprisonment for more than one year, (2) is a person against whom a banking agency has
within the past ten years, issued a cease and desist order,
for conduct involving dishonestyagreement or
breach of trust and that order is final and notwritten statement subject to
appeal,public disclosure under 12 U.S.C. §1818(u), or (3)
has been found either byis currently charged in any information, indictment or other complaint with the commission or participation in a
regulatory agency whose decision is final and not subject to appeal or by a court to have (i) breached a fiduciary duty involving personal profit, or (ii) committed a willful violation of any law, rule or regulation governing banking, securities, commodities or insurance, or any final cease and desist order issued by a banking, securities, commodities or insurance regulatory agency.crime. In addition, no person may serve on the Board of Directors and at the same time be a director or officer of another co-operative bank, credit union, savings bank, savings and loan association, bank, trust company or holding company thereof (in each case whether chartered under state, federal or other law) that engages in business activities in the same market area as Standard
Financial Corp.AVB or any of its subsidiaries or in any county contiguous to such market area. At least two-thirds
8
of the members of the Board of Directors must be residents of Pennsylvania or reside within a 100-mile radius of an office of Standard Bank. No person 75 years or older shall be eligible for election, re-election, appointment or reappointment to the Board of Directors, unless such person was a director of Standard Bank on June 1, 1998.
The Committee does not have a formal policy Finally, Standard AVB restricts candidates who are affiliated with or specific guidelines regarding diversity among Board members, and generally views and values diversity from the perspective of professional and life experiences, as well as geographic location, representative of controlling stockholders that own more than 10% of Standard AVB common stock that would themselves be ineligible to serve on the markets in which we do business. Board of Directors.
The
Nominating and Corporate Governance Committee has adopted as part of its Charter a commitment to develop and recommend to the Board of Directors criteria for the selection of individuals to be considered for election or re-election to the Board and committees thereof. Standard AVB understands the importance and value of gender and ethnic diversity on a board of directors. The Nominating and Corporate Governance Committee recognizes that diversity in professional and life experiences may include consideration of gender, race, or
national origin,ethnicity in identifying individuals who possess the qualifications that the
Nominating and Corporate Governance Committee believes are important to be represented on the
Board.Board of Directors and has committed to include those factors in its selection of individuals to serve on the Board of Directors.
Procedures for the RecommendationNomination of Director NomineesDirectors by Stockholders. The Nominating and Corporate Governance Committee has adopted proceduresStockholders
In addition to submitting candidates to the Board for consideration, a stockholder may nominate candidates for election as directors in accordance with Article I, Section 6 of the submission of recommendations for director nominees by stockholders. If a determination is madeCompany’s bylaws. Such stockholder’s notice shall set forth the following:
•
all information relating to such person that an additional candidate is needed forwould indicate such person’s qualification to serve on the Board of Directors of the Nominating Committee will consider candidates recommended by our stockholders. Stockholders can submitCompany;
•
an affidavit that such person would not be disqualified under the namesprovisions of qualified candidatesArticle II, Section 12 of the Company bylaws;
•
such information relating to such person that is required to be disclosed in connection with the solicitation of proxies for Director by writingelection of directors under Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
•
a written consent of the proposed nominee to
us at 2640 Monroeville Boulevard, Monroeville, Pennsylvania 15146, Attention: Corporate Secretary. The Corporate Secretary must receivebe named as a
submission for consideration for the 2015 Annual Meeting of Stockholders by no later than July 11, 2014.The submission must include the following information:
·A statement that the writer is a stockholdernominee and is proposing a candidate for consideration by to serve as director if elected;
•
the
Nominating and Corporate Governance Committee;·The name and address of the stockholder giving the notice, as they appear on ourthe Company’s books and of the beneficial owner, if any, on whose behalf the nomination is made;
•
the class or series and number of shares of our commoncapital stock thatof the Company which are owned beneficially by the stockholder (if the stockholder is not a holderor of record appropriate evidenceby such stockholder and such beneficial owner;
•
a description of
all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the
stockholder’s ownership willnomination(s) are to be
required);·The name, addressmade by such stockholder;
•
a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice; and
contact information for the candidate, and the number of shares of common stock of Standard Financial Corp. that are owned by the candidate (if the candidate is not a holder of record, appropriate evidence of the candidate’s share ownership should be provided);·A statement of the candidate’s business and educational experience;
·Such
•
any other information
regarding the candidate asrelating to such stockholder that would be required to be
includeddisclosed in
thea proxy statement
in connection with the solicitation of proxies for election of directors pursuant to
Securities andRegulation 14A under the Exchange
Commission Regulation 14A;·A statement detailing any relationship between the candidate and any customer, supplier or competitor of Standard Financial Corp.;
·Detailed information about any relationship or understanding between the proposing stockholder and the candidate; and
·A statement that the candidate is willing to be considered and willing to serve as a Director if nominated and elected.
A nomination submitted by a stockholder for presentation by the stockholder at an annual meeting of stockholders must comply with the procedural and informational requirements described in our Bylaws.
Act.
Stockholder Communications with the Board.Board
A stockholder of
Standard Financial Corp.the Company who wants to communicate with the Board
of Directors or with any individual director
maycan write
to: Boardto the Chair of
Directors,the Nominating and Corporate Governance Committee at Standard
AVB Financial Corp., 2640 Monroeville Boulevard, Monroeville, Pennsylvania
15146, Attention: Corporate Secretary.15146. The letter should indicate that the author is a stockholder
of Standard Financial Corp. and if shares are not held of record, should include appropriate evidence of stock ownership. Depending on the subject matter,
managementthe Chair will:
·Forward
•
forward the communication to the
Director or Directorsdirector(s) to whom it is addressed;
·Attempt to
•
handle the inquiry directly,
(forfor example, where it is a request for information about
Standard Financial Corp.the Company or it is a stock-related
matter);matter; or
9
•
·Notnot forward the communication if it is primarily commercial in nature, relates to an improper or irrelevant topic, or is unduly hostile, threatening, illegal or otherwise inappropriate.
At each Board or Executive Committee meeting, the Chair of the Nominating and Corporate SecretaryGovernance Committee shall present a summary of all communications received since the last meeting that were not forwarded and make those communications available to the directors upon request.
Audit Committee
The Audit Committee consists of Directors
on request.Attendance at Annual MeetingsWalker, who serves as Chairman, Ferri, Graft, Lally, Mock, Rennie and Saxon. Each member of Stockholders
Although we do not have a formal written policy regarding director attendance at annual meetings of stockholders, itthe Audit Committee is expected that directors will attend these meetings absent unavoidable scheduling conflicts. Six directors attended“independent” as defined in the 2013 Annual Meeting of Stockholders.
Code of Ethics
Standard AVB Nominating and Corporate Governance Committee Charter. The Board of Directors has adopted a Code of Ethics for Senior Officersdetermined that Dale A. Walker qualifies as an “audit committee financial expert” as that term is applicable to our senior financial officers, including our principal executive officer, principal financial officer, principal accounting officerused in the rules and all officers performing similar functions. A copyregulations of the CodeSecurities and Exchange Commission. Information with respect to the experience of Ethics for Senior Officers can be foundAudit Committee Chairman Walker is included in the “Investor Relations — Corporate Governance” section of“— Directors.” Our Audit Committee has a written charter, which is available on our website at www.standardbankpa.com.
Audit Committee Report
The Audit Committee of Standard AVB met 9 times during the fiscal year ended December 31, 2018.
The Audit Committee appoints, compensates, retains and oversees the work performed by the independent registered public accountants for the purpose of preparing or issuing an audit report or related work. The Audit Committee also assists the Board of Directors in overseeing the integrity of the financial statements; overseeing compliance with legal and regulatory requirements; overseeing the independent registered public accountant’s qualifications and independence; overseeing the performance of the independent registered public accountant and of the internal audit function; and overseeing the system of disclosure controls and system of internal controls regarding finance, accounting, and legal compliance.
Audit Committee Report
Management has
issued a report that states as follows:·we have the primary responsibility for the Company’s internal controls and financial reporting process. The independent registered public accountants are responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board and issuing an opinion thereon. The Audit Committee’s responsibility is to monitor and oversee these processes. As part of its ongoing activities, the Audit Committee has:
•
reviewed and discussed with management and the independent registered public
accounting firm ouraccountants the Company’s audited consolidated financial statements for the fiscal year ended
September 30, 2013;·we have December 31, 2018;
•
met with the Company’s CEO, CFO, internal auditors and the independent registered public accountants, both together and in separate executive sessions, to discuss the scope and the results of the audits and the overall quality of the Company’s financial reporting and internal controls;
•
discussed with the independent registered public
accounting firmaccountants the matters required to be discussed by
the Statement on Auditing Standards No.
61,1301, Communications with Audit Committees, as amended;
and·we have
•
received the written disclosures and the letter from the independent registered public
accounting firmaccountants required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public
accounting firm’s communicationaccountants’ communications with the Audit Committee concerning independence, and
have discussed with the independent registered public
accounting firm their independence.accountants its independence from the Company; and
•
pre-approved all audit, audit related and other services to be provided by the independent registered public accountants.
Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in ourthe Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2013 for filingDecember 31, 2018 be filed with the Securities and Exchange Commission. This report has been provided by the Audit Committee, which consists
| | The Audit Committee | |
| | Dale A. Walker (Chairman) | |
| | William T. Ferri | | | Terence L. Graft | | | John M. Lally | |
| | Ronald J. Mock | | | Thomas J. Rennie | | | Gregory J. Saxon | |
Transactions with Certain Related Persons
Loans and Extensions of Directors Walker (Chairman), Cofer, Ferri and Rennie.Section 16(a) Beneficial Ownership Reporting ComplianceCredit.
Our common stock was registered pursuant to Section 12(b) of the Securities Exchange The Sarbanes-Oxley Act of 1934 during most2002 generally prohibits us from making loans to our executive officers and directors, but it contains a specific exemption from such prohibition for loans made by Standard Bank to our executive officers and directors in compliance with federal banking regulations. Federal regulations require that all loans or extensions of fiscal 2013. Thecredit to executive officers and directors of insured institutions must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and must not involve more than the normal risk of repayment or present other unfavorable features. Standard Financial Corp.Bank is therefore prohibited from making any loans or extensions of credit to executive officers and beneficial ownersdirectors at different rates or terms than those offered to the general public, except for loans made to executive officers under a benefit program maintained by Standard Bank that is generally available to all other employees and that does not give preference to any executive officer over any other employee.
In addition, loans made to a director or executive officer must be approved in advance by a majority of greater than 10%the disinterested members of the Board of Directors. The aggregate amount of our sharestotal potential loan exposure to our officers and directors and their related entities was $3,176,500 at December 31, 2018. As of common stock (“10% beneficial owners”)December 31, 2018, these loans were performing according to their original terms.
Set forth below is certain information as to loans made by Standard Bank to certain of its directors and executive officers, or their affiliates, pursuant to the loan program disclosed above, whose aggregate indebtedness to Standard Bank exceeded $120,000 at any time since January 1, 2018. Unless otherwise indicated all of the loans are secured loans and all loans designated as residential loans are secured by the borrower’s principal place of residence.
| Name of Individual | | | Loan Type | | | Date
Originated | | | Original
Loan
Amount
($) | | | Highest Balance
Since January 1,
2018
($) | | | Balance on
December 31,
2018
($) | | | Interest
Rate | |
| Gregory Saxon (Saxon Associates) | | | Commercial Mortgage | | | | | 9/06/2007 | | | | | | 320,000 | | | | | | 172,312 | | | | | | 157,409 | | | | | | 7.00% | | |
| Gregory Saxon (Saxon Associates) | | | Commercial Mortgage | | | | | 8/23/2016 | | | | | | 309,120 | | | | | | 294,618 | | | | | | 283,276 | | | | | | 3.50% | | |
| Gregory Saxon (Saxon Associates) | | | Commercial Mortgage | | | | | 6/15/2007 | | | | | | 160,000 | | | | | | 45,062 | | | | | | 35,717 | | | | | | 3.85% | | |
| Gregory Saxon | | | Residential Mortgage | | | | | 8/15/2005 | | | | | | 240,000 | | | | | | 183,385 | | | | | | — | | | | | | 5.25% | | |
| Name of Individual | | | Loan Type | | | Date
Originated | | | Original
Loan
Amount
($) | | | Highest Balance
Since January 1,
2018
($) | | | Balance on
December 31,
2018
($) | | | Interest
Rate | |
| Gregory Saxon | | | Flexline | | | | | 1/13/2005 | | | | | | 2,500 | | | | | | — | | | | | | — | | | | | | 13.25% | | |
John Lally
(31 Bogard LLC) | | | Commercial Mortgage | | | | | 11/30/2015 | | | | | | 440,000 | | | | | | 410,083 | | | | | | — | | | | | | 4.35% | | |
| John Lally | | | ODP | | | | | 5/06/2003 | | | | | | 5,000 | | | | | | — | | | | | | — | | | | | | 13.25% | | |
| Ronald Mock (900 Washington Ave) | | | Commercial Mortgage | | | | | 3/14/2016 | | | | | | 399,200 | | | | | | 377,265 | | | | | | 363,861 | | | | | | 4.63% | | |
| Ronald Mock | | | Home Equity LOC | | | | | 6/30/2016 | | | | | | 100,000 | | | | | | 75,223 | | | | | | 73,723 | | | | | | 6.50% | | |
| Ronald Mock | | | Home Equity | | | | | 6/30/2016 | | | | | | 69,026 | | | | | | 50,312 | | | | | | 36,701 | | | | | | 2.39% | | |
| William Ferri (Franklin Plaza, Inc.) | | | Commercial Mortgage | | | | | 6/23/2010 | | | | | | 600,000 | | | | | | 170,417 | | | | | | 107,715 | | | | | | 5.38% | | |
Pursuant to the Company’s Policy and Procedures for Approval of Related Person Transactions, the Audit Committee periodically reviews, no less frequently than twice a year, a summary of the Company’s transactions in excess of $25,000 with directors and executive officers of the Company and with firms that employ directors, as well as any other related person transactions, for the purpose of recommending to the disinterested members of the Board of Directors that the transactions are fair, reasonable and within Company policy and should be ratified and approved. For the 2018 fiscal year, the Company was not engaged in any transactions with related persons of a type or in such amount that was required to file reports on Forms 3, 4 and 5 with the Securities and Exchange Commission disclosing beneficial ownership and changes in beneficial ownership.be disclosed pursuant to applicable Securities and Exchange Commission rules and regulations, except as described above.
Also, in accordance with banking regulations, the Board of Directors reviews all loans made to a director or executive officer in an amount that, when aggregated with the amount of all other loans to such person and their related interests, exceeds $500,000 and such loan must be approved in advance by a majority of the disinterested members of the Board of Directors. Additionally, pursuant to the Company’s Code of Ethics and Business Conduct, all executive officers and directors of the Company must disclose any existing or emerging conflicts of interest to the Company’s Chief Executive Officer. Such potential conflicts of interest include, but are not limited to, the following: (i) the Company conducting business with or competing against an organization in which a family member of an executive officer or director has an ownership or employment interest and (ii) the ownership of more than 1% of the outstanding securities or 5% of total assets of any business entity that does business with or is in competition with the Company.
Procedures Governing Related Persons Transactions
The Company maintains a Policy and Procedures Governing Related Person Transactions, which is a written set of procedures for the review and approval of transactions involving related persons. Under these procedures, related persons consist of directors, director nominees, executive officers, persons or entities known to us to be the beneficial owner of more than 5% of any outstanding class of the voting securities of the Company or immediate family members or certain affiliated entities of any of the foregoing persons.
Transactions covered by the procedures consist of any financial transaction, arrangement or relationship or series of similar transactions, arrangements or relationships, in which:
•
the aggregate amount involved will or may be expected to exceed $25,000 in any calendar year;
•
the Company is, will, or may be expected to be a participant; and
•
any related person has or will have a direct or indirect material interest.
The procedures exclude certain transactions, including:
•
any compensation paid to an executive officer of the Company if the Compensation Committee of the Board approved (or recommended that the Board approve) such compensation;
•
any compensation paid to a director of the Company if the Board or an authorized committee of the Board of Directors approved such compensation; and
•
any transaction with a related person involving consumer and investor financial products and services proved in the ordinary course of the Company’s business and on substantially the same terms as those prevailing at the time for comparable services provided to persons unrelated to the Company, or to the Company’s employees on a broad basis (and, in the case of loans, in compliance with the Sarbanes-Oxley Act of 2002).
Related person transactions will be reviewed by the Audit Committee. In connection with its review, the Audit Committee will consider all relevant factors, including:
•
whether the terms of the proposed transaction are at least as favorable to the Company as those that might be achieved with an unaffiliated third party;
•
the size of the transaction and the amount of consideration payable to the related person;
•
the nature of the interest of the related person;
•
whether the transaction may involve a conflict of interest as defined in the Company’s Code of Ethics and Business Conduct; and
•
whether the transaction involves the provision of goods and services to the Company that are available and from unaffiliated third parties.
For each periodic review of related persons transactions, the Audit Committee will determine if the transactions were fair, reasonable, and within Company policy and will recommend to the disinterested members of the Board of Directors that they should be ratified and approved or make such other recommendation to the Board of Directors as the Audit Committee deems appropriate. If any transaction recommended for ratification and approval by the Audit Committee is not ratified and approved by the Board of Directors, the Secretary of the Audit Committee will provide a report to the Audit Committee setting forth information about the Board’s actions.
Stock Ownership Guidelines
The Board of Directors adopted stock ownership guidelines in 2017 for our senior executive officers and directors that require disclosurethe following minimum investment in Standard AVB common stock. These guidelines became effective on January 1, 2018.
| | Chief Executive Officer: | | | A number of shares having a market value equal to 3x annual base salary | |
| | Other senior executive officers: | | | A number of shares having a market value equal to 1x annual base salary | |
| | Directors: | | | $100,000 of common stock | |
Stock holdings are expected to be achieved within five years of either the implementation of the ownership guidelines or the starting date of the individual, whichever is later. Progress and compliance in achieving the minimum ownership guidelines will be reviewed at the end of each fiscal year and reported to the Compensation Committee during the first quarter of the following fiscal year.
Covered individuals may satisfy the ownership guidelines with common stock in the following categories:
•
Shares owned directly;
•
Shares owned indirectly (e.g., by a spouse or a trust) if the covered individual has a pecuniary interest in such shares;
•
Time vested restricted stock and/or restricted stock units granted under the Company’s equity compensation arrangements; and
•
Unexercised stock options that are vested and in-the-money, valued using a “net settlement” methodology.
COMPENSATION MATTERS
Compensation Committee
The Compensation Committee determines the salaries and other forms of compensation to be paid each year to the Chief Executive Officer, President, and those executive officers who report directly to the Chief Executive Officer and President. The Compensation Committee currently consists of Messrs. Graft (Chair), Ferri, Saxon, Thomasmeyer and Walker. None of these individuals was an officer or employee of Standard AVB or Standard Bank during the fiscal year ended December 31, 2018, or is a former officer of Standard AVB or Standard Bank.
Executive Summary
In 2018, the Company completed a detailed business plan with the goal of providing guidance for producing high quality customer service, loan growth, deposit acquisition and efficient operations. The business plan focused on making operational enhancements to support productivity, analyzing facilities and business lines to maximize efficiency and implementing new technologies to enhance customer service and support decision making. Building shareholder value through consistent earnings remains the Company’s primary focus.
Company Performance. Following are the Company’s key performance metrics for the fiscal year ended December 31, 2018:
•
| Return on Average Assets | 0.90% |
•
| Return on Average Equity | 6.55% |
•
| Non-Performing Assets to Total Assets | 0.33% |
2018 Compensation Decisions. Considering numerous factors including the Company’s performance, performance of individual executives, the external market and a variety of internal factors the following compensation actions were taken during the fiscal year ended December 31, 2018:
•
Monitored progress on the 2018 Executive Officer Incentive Compensation Plan on a quarterly basis
•
Reviewed and evaluated the annual results on the 2018 Executive Officer Incentive Compensation Plan
•
Reviewed and approved the compensation package for the new Chief Lending Officer
•
Reviewed and approved the annual base compensation changes for Senior Executive Officers
•
Reviewed and determined the annual base compensation for the Chief Executive Officer
•
Reviewed and determined the annual retainer and other compensation for the Board of Directors
•
Reviewed and approved the 2019 Executive Officer Incentive Compensation Plan Goals and Targets
Governance Practices & Policies
The Company’s pay practices are determined in conjunction with an emphasis on good governance and market sensitive compensation practices.
| We do | | | We do not | |
✓
Place significant emphasis on variable compensation, which includes cash and equity awards that are entirely dependent on the achievement of financial goals | | | ✗
Offer compensation-related tax gross-ups including Section 280G gross-ups | |
✓
Use performance-related long-term compensation | | | ✗
Have any excessive perquisites | |
✓
Have stock ownership guidelines for executives and directors | | | ✗
Re-price stock options | |
✓
Have an executive compensation clawback policy to ensure accountability | | | ✗
Have single-trigger equity vesting | |
✓
Have an independent compensation consultant advising the Compensation Committee | | |
✓
Include the use of equity compensation | | |
✓
Conduct periodic compensation risk reviews to ensure our programs do not motivate employees to take unnecessary risk | | |
✓
Have double trigger equity vesting | | |
Executive Compensation Objectives and Philosophy
The primary objectives of the Company’s executive compensation program are the following:
•
Provide market competitive compensation
•
Link pay and Company performance and align executive interests with stockholder value creation
•
Reward executives for performance
•
Align compensation with the external market in order to enable the Company to attract, motivate and retain key executive talent
•
Balance risk and reward in order to mitigate unnecessary risk to the Company by avoiding certain compensation practices that may incentivize risk
•
Be consistent from both an internal (company) and external (market) perspective
To achieve these objectives, the Company has structured the senior executive officers compensation program in the following manner:
•
Salary levels and merit increases that reflect position responsibilities, competitive market rates, strategic importance of the position and individual performance.
•
Annual cash incentive (i.e., bonus) payments that are based on the Company’s annual financial performance, as approved by the Compensation Committee, and achievement of certain strategic non-financial performance objectives. The Compensation Committee has the discretion to take into consideration extraordinary items that affect income, gain, expense or loss and other factors it may deem relevant.
•
Long-term equity-based incentives that reward outstanding performance with incentives that focus the management team on creating stockholder value over the long term. By granting equity awards to the senior executive officers, the Company provides the senior executive officers with a continuing stake in the Company’s long-term success.
•
Benefit programs that provide all employees, including the senior executive officers, with access to health and welfare benefits. All employees are also eligible to participate in retirement plans sponsored by the Company. The benefit programs are designed to be competitive with peers. To support these objectives, the total compensation (sum of base salary, annual incentive, long-term incentives) and benefits package for the senior executive officers are generally positioned around
median competitive levels for commensurate performance, taking into account their relative responsibilities. Actual total compensation in any given year may be above or below the target level and market median, based on individual and corporate performance.
Compensation Decision Process
The Compensation Committee determines the salaries and other forms of compensation to be paid each year to the Chief Executive Officer and those executive officers who report directly to the Chief Executive Officer. The Compensation Committee currently consists of Messrs. Graft (Chair), Ferri, Saxon, Thomasmeyer and Walker. None of these individuals was an officer or employee of Standard AVB or Standard Bank during the fiscal year ended December 31, 2018, or is a former officer or employee of Standard AVB or Standard Bank.
The Compensation Committee is responsible for establishing and overseeing the executive compensation program, annually reviewing and approving the compensation of the CEO and reviewing and approving the recommendations regarding the compensation of the other senior executive officers. The Compensation Committee makes reference to market data to determine changes in compensation of the senior executive officers, and it weighs a variety of different factors in its deliberations.
The CEO does not play any role in the Compensation Committee’s determination of his own pay. When appropriate, the Compensation Committee meets in executive session absent the CEO. The Compensation Committee does, however, solicit input from the CEO concerning the performance and compensation of the other senior executive officers. The CEO bases his respective recommendations on an assessment of each individual’s performance, external market pay practices, retention risk and the Company’s overall pay philosophy. All senior executive officer compensation decisions are ultimately approved by the Compensation Committee.
Role of Compensation Consultant
The Compensation Committee has the authority to retain and terminate a compensation consultant and to approve the consultant’s fees and all other terms of the engagement. The Compensation Committee has engaged the services of an independent compensation consultant, Pearl Meyer & Partners LLC (“Pearl Meyer”), to assist it in evaluating executive compensation programs and in making determinations regarding board of directors’ and senior executive officers’ compensation. In 2017, Peal Meyer performed a competitive assessment of the Company’s executive compensation programs. The annual executive compensation assessment included, but was not limited to, an assessment of Company’s compensation program compared to its peers, recommendations for total direct compensation opportunities (base salary, cash incentives and long-term incentives), an assessment of the Company’s financial performance relative to its peers, and a review of the alignment of pay and performance. The assessment provides the Compensation Committee with a broad array of information from which to evaluate the effectiveness of its compensation programs and serve as a foundation for its compensation decisions. While the Compensation Committee considers input from its independent compensation consultant, its final decisions are based upon many factors and considerations.
The independent compensation consultant reports directly to the Compensation Committee. In addition to advising the Compensation Committee on compensation matters pertaining to the NEOs, the consultant provided limited consulting advice concerning other key employees of the Company. This work was done with the prior knowledge and approval of the Compensation Committee and was not in conflict with the services provided to the Committee.
The Compensation Committee has analyzed whether the work of Pearl Meyer as a compensation consultant has raised any conflict of interest, taking into consideration the following factors, among others: (i) the provision of other services to the Company by Pearl Meyer; (ii) the amount of fees from the Company paid to Pearl Meyer as a percentage of Pearl Meyer’s total revenue; (iii) Pearl Meyer’s policies and procedures that are designed to prevent conflicts of interest; (iv) any business or personal relationship of Pearl Meyer or the individual compensation advisors employed by Pearl Meyer with an executive officer of the Company; (v) any business or personal relationship of the individual compensation advisors with any member of the Compensation Committee; and (vi) any stock of the Company owned by Pearl Meyer or the
individual compensation advisors employed by Pearl Meyer. The Compensation Committee has determined, based on its analysis of the above factors, among others, that the work of Pearl Meyer and the individual compensation advisors employed by Pearl Meyer as compensation consultants to the Company has not created any conflict of interest.
Assessing Competitive Practice (Peer Groups)
In order to ensure that the Company is providing a competitive executive compensation program that will attract and retain key executive talent, the Company conducts a market-based compensation analysis annually. The Company conducts this market analysis with the assistance of the independent compensation consultant.
Elements of the Compensation Package and 2018 Pay Outcomes
The total compensation package primarily consists of base salaries, annual incentives and long-term incentives. The Company also provides competitive benefits available to all employees in addition to limited retirement benefits.
Base Salaries. Senior executive officer base salary levels are evaluated by the Compensation Committee on an annual basis. In general, salary ranges are developed considering the results of the independent review of the competitiveness of the total compensation program for the position, as well as overall importance of each position within the organization. The Compensation Committee then takes into consideration the senior executive officer’s performance and contribution to the long-term goals of the Company, leadership, operational effectiveness and experience in the industry, overall competitiveness with market levels, as well as recent operating results, performance targets and other relevant factors.
Fiscal Year 2018 Base Salaries
| Name | | | 2018 Salary
($) | | | 2017 Salary
($) | | | Percent Change | |
| Timothy K. Zimmerman | | | | | 350,000 | | | | | | 312,500 | | | | | | 12.0% | | |
| Andrew W. Hasley | | | | | 290,000 | | | | | | 280,535 | | | | | | 3.3% | | |
| Susan A. Parente | | | | | 192,000 | | | | | | 165,000 | | | | | | 16.4% | | |
Fiscal Year 2019 Base Salaries
Base salaries for Messrs. Zimmerman, Hasley and Ms. Parente (collectively, the “NEOs”) were increased for 2019 as follows: $360,000 for Mr. Zimmerman, $299,000 for Mr. Hasley and $198,000 for Ms. Parente.
Annual Incentives. The Compensation Committee established bonus targets for each NEO as a percentage of base salary. For 2018, actual bonuses were paid out as follows:
| Name | | | Target Bonus % | | | Actual Bonus as %
of Base Salary | | | Actual Bonus
Paid in Cash
($) | | | Actual Bonus
Paid in Stock Award
($)(1) | |
| Timothy K. Zimmerman | | | | | 50% | | | | | | 56.8% | | | | | | 118,125 | | | | | | — | | |
| Andrew W. Hasley | | | | | 40% | | | | | | 42.5% | | | | | | 77,162 | | | | | | — | | |
| Susan A. Parente | | | | | 40% | | | | | | 40.0% | | | | | | 48,077 | | | | | | 28,800 | | |
(1)
For Messrs. Zimmerman and Hasley, the remaining portion of the bonus was contributed to their accounts under the supplemental executive retirement agreements, which are described herein.
The Company implemented an Executive Incentive Plan (the “EIP”) for the fiscal year ending December 31, 2018. The Compensation Committee engaged Pearl Meyer to assist in the development of the EIP. The purpose of offering cash incentives is to provide structured annual cash award opportunities to key management personnel for their contributions to the achievement of the Company’s strategic objectives.
The 2018 EIP provided our Proxy StatementNEOs the opportunity to earn a performance-based annual cash bonus. Actual bonus payouts depended on the achievement of pre-established performance objectives and ranged from 0% to 150% of target award amounts, depending on the financial measure. Target annual award opportunities for the NEOs are approved by the Compensation Committee and are intended to be competitive in the market in which the Company competes for talent and reflects the level of responsibility of the role.
Other Compensation. While the majority of each NEO’s compensation packages are comprised of base salary, annual incentives and long-term incentives as discussed above, the Company does provide very limited benefits, which are discussed following our tabular disclosures on the pages that follow.
Summary Compensation Table
The following table sets forth, for the fiscal years ended December 31, 2018 and 2017, certain information as to the total compensation paid to the Company’s Chief Executive Officer, President, and Executive Vice President and Chief Financial Officer.
| Name and principal position | | | Year | | | Salary
($) | | | Bonus
($)(1) | | | Stock Awards
($)(2) | | | Option
Awards
($) | | | Non-Equity
Incentive Plan
Compensation
($)(3) | | | All Other
Compensation
($)(4) | | | Total
($) | |
Timothy K. Zimmerman
Chief Executive Officer | | | | | 2018 | | | | | | 350,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 118,125 | | | | | | 106,211 | | | | | | 574,336 | | |
| | | | 2017 | | | | | | 312,500 | | | | | | 97,813 | | | | | | 22,207 | | | | | | — | | | | | | — | | | | | | 19,458 | | | | | | 451,978 | | |
Andrew W. Hasley
President | | | | | 2018 | | | | | | 290,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 77,162 | | | | | | 82,511 | | | | | | 449,673 | | |
| | | | 2017 | | | | | | 280,535 | | | | | | 173,966 | | | | | | 19,904 | | | | | | — | | | | | | — | | | | | | 21,871 | | | | | | 496,276 | | |
Susan A. Parente
Executive Vice President and
Chief Financial Officer | | | | | 2018 | | | | | | 192,000 | | | | | | — | | | | | | 28,800 | | | | | | — | | | | | | 48,077 | | | | | | 21,160 | | | | | | 290,037 | | |
| | | | 2017 | | | | | | 165,000 | | | | | | 36,094 | | | | | | 9,093 | | | | | | — | | | | | | — | | | | | | 15,136 | | | | | | 225,323 | | |
(1)
Amounts in this column reflect a discretionary bonus that each named executive officer received.
(2)
These amounts represent the aggregate grant date fair value for the restricted stock awards granted during the year indicated, computed in accordance with FASB ASC Topic 718. The assumptions used to determine the value of restricted stock awards are described in note 11 of the notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.
(3)
Amounts in this column reflect a bonus paid under the Company’s Executive Incentive Plan.
(4)
For 2018, the amounts in this column reflect what the Company paid for, or reimbursed, the applicable named executive officer for the various benefits and perquisites received. A break-down of the failurevarious elements of an officer, director or 10% beneficial owner ofcompensation in this column is set forth in the sharestable provided below.
| All Other Compensation | |
| Name | | | Year | | | Auto
Expenses
($) | | | Long
Term
Disability
($) | | | ESOP
Contributions
($)(1) | | | Employer
Contributions
to 401(k) Plan
($) | | | SERP
Contributions
($) | | | Total All
Other
Compensation
($) | |
| Mr. Zimmerman | | | | | 2018 | | | | | | 4,704 | | | | | | 2,360 | | | | | | 18,064 | | | | | | 11,083 | | | | | | 70,000 | | | | | | 106,211 | | |
| Mr. Hasley | | | | | 2018 | | | | | | 9,600 | | | | | | — | | | | | | 17,811 | | | | | | 11,600 | | | | | | 43,500 | | | | | | 82,511 | | |
| Ms. Parente | | | | | 2018 | | | | | | — | | | | | | 814 | | | | | | 12,666 | | | | | | 7,680 | | | | | | — | | | | | | 21,160 | | |
(1)
The amounts in this column are based on the fair market value of our common stock
to file a Form 3, 4 or 5 on
a timely basis. Based on our reviewDecember 31, 2018 of
such ownership reports, we believe that no officer, director or 10% beneficial owner of Standard Financial Corp. failed to file such ownership reports on a timely basis for the fiscal year ended September 30, 2013.10
$29.88 per share.
Executive Officer Compensation
Summary Compensation Table. The table below summarizes the total compensation paid to or earned by our named executive officers for the fiscal years ended September 30, 2013 and 2012.
Name and Principal Position | | Year | | Salary(1) | | Bonus(2) | | Stock
Awards (3) | | Option
Awards (3) | | Non-Equity
Incentive Plan
Compensation | | Nonqualified
Deferred
Compensation
Earnings | | All Other
Compensation | | Total | |
Timothy K. Zimmerman | | 2013 | | $ | 282,140 | | $ | 62,420 | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 18,851 | (4) | $ | 363,411 | |
President and Chief Executive Officer | | 2012 | | 279,320 | | 60,000 | | 465,300 | | 107,160 | | — | | — | | 15,840 | | 927,620 | |
Colleen M. Brown | | 2013 | | 153,000 | | 26,759 | | — | | — | | — | | — | | 10,115 | (5) | 189,874 | |
Senior Vice President and Chief Financial Officer | | 2012 | | 134,000 | | 25,000 | | 198,000 | | 45,600 | | — | | — | | 7,031 | | 409,631 | |
Paul A. Knapp | | 2013 | | 106,100 | | 13,528 | | — | | — | | — | | — | | 12,749 | (6) | 132,377 | |
Senior Vice President and Chief Commercial Lending Officer | | 2012 | | 103,000 | | 15,643 | | 132,825 | | 30,400 | | — | | — | | 8,166 | | 290,034 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1)
| | Amounts in this column include contributions by Mr. Zimmerman, Ms. Brown and Mr. Knapp to the 401(k) Plan.
|
(2)
| | Reflects the cash bonus as determined at the discretion of Standard Financial Corp.’s Compensation Committee. Refer to “Cash Incentives/Bonuses” for additional information related to these payments.
|
(3)
| | Reflects the aggregate grant date fair value of shares of restricted stock or stock options, as appropriate. The assumptions used in the valuation of these awards are included in Note 11 to our audited financial statements included in our Annual Report on Form 10-K for the year ended September 30, 2013, as filed with the Securities and Exchange Commission. For further information on these awards, please see the last paragraph of this page.
|
(4)
| | For 2013, includes $6,896 for 401(k) Plan matching contributions, $378 for premiums paid by Standard Bank for group term life insurance, $6,755 received by Mr. Zimmerman for the cost of an automobile and $4,822 in dividends paid on unvested restricted stock shares.
|
(5)
| | For 2013, includes $5,363 for 401(k) Plan matching contributions, $378 for premiums paid by Standard Bank for group term life insurance, $2,322 received by Ms. Brown for opting out of Standard Bank’s medical insurance plan and $2,052 in dividends paid on unvested restricted stock shares.
|
(6)
| | For 2013, includes $3,737 for 401(k) Plan matching contributions, $378 for premiums paid by Standard Bank for group term life insurance, $7,257 for loan origination commissions and $1,377 in dividends paid on unvested restricted stock shares.
|
Stock Awards and Option Awards — Additional Information. Amounts included in the “Stock Awards” and “Option Awards” columns for the fiscal year ended September 30, 2012, represent grants under our 2012 Equity Incentive Plan. Securities and Exchange Commission regulations require that we report the full grant date fair value of shares of restricted stock and stock options in the year in which such grants are made. The restricted stock grants are not recognized as income to the named executive officers until the award vests. The awards vest at a rate of 20% per year beginning July 25, 2013, and the stock options have a ten-year contractual life from the date of grant.
11
Outstanding Equity Awards at Fiscal Year-EndYear-End.. The following table sets forth information with respect to ourthe outstanding equity awards for our named executive officersas of December 31, 2018 for the fiscal year ended September 30, 2013.
Outstanding Equity Awards at Fiscal Year-End(1)
| | Option Awards | | Stock Awards | |
Name | | Number of
securities
underlying
unexercised
options (#)
exercisable | | Number of
securities
underlying
unexercised
options (#)
unexercisable(2) | | Equity
incentive
plan
awards:
number of
securities
underlying
unexercised
earned
options (#) | | Option
exercise
price ($) | | Option
expiration
date | | Number of
shares or
units of
stock that
have not
vested (#)(2) | | Market
value of
shares or
units of
stock that
have not
vested ($)(3) | |
| | | | | | | | | | | | | | | |
Timothy K. Zimmerman,
President and Chief Executive Officer | | 14,100 | | 56,400 | | — | | $ | 16.50 | | 7/25/2022 | | 22,560 | | $ | 411,720 | |
| | | | | | | | | | | | | | | |
Colleen M. Brown,
Senior Vice President and Chief Financial Officer | | 6,000 | | 24,000 | | — | | $ | 16.50 | | 7/25/2022 | | 9,600 | | $ | 175,200 | |
| | | | | | | | | | | | | | | |
Paul A. Knapp,
Senior Vice President and Chief Commercial Lending Officer | | 4,000 | | 16,010 | | — | | $ | 16.50 | | 7/25/2022 | | 6,440 | | $ | 117,530 | |
| Name | | | Grant Date | | | Number of
securities
underlying
unexercised
options (#)
exercisable | | | Option Awards | | | Stock Awards | |
| | Number of
securities
underlying
unexercised
options (#)
unexercisable | | | Option
exercise
price
($) | | | Option
expiration
date | | | Number of
shares or
units of
stock that
have not
vested | | | Market value
of shares
or units of
stock that
have not
vested
($)(1)(2) | |
Timothy K. Zimmerman,
Chief Executive Officer | | | | | 7/25/2012 | | | | | | 70,500 | | | | | | — | | | | | | 16.50 | | | | | | 7/25/2022 | | | | | | — | | | | | | — | | |
Andrew W. Hasley,
President | | | | | 2/19/2009 | | | | | | 7,665 | | | | | | — | | | | | | 18.24 | | | | | | 2/19/2019 | | | | | | — | | | | | | — | | |
| | | | 2/17/2010 | | | | | | 6,249 | | | | | | — | | | | | | 18.12 | | | | | | 2/17/2020 | | | | | | — | | | | | | — | | |
| | | | 2/24/2011 | | | | | | 4,031 | | | | | | — | | | | | | 20.02 | | | | | | 2/24/2021 | | | | | | — | | | | | | — | | |
Susan A. Parente,
Executive Vice President and
Chief Financial Officer | | | | | 7/25/2012 | | | | | | 15,400 | | | | | | — | | | | | | 16.50 | | | | | | 7/25/2022 | | | | | | — | | | | | | — | | |
(1)All equity awards noted in this table were granted pursuant to the Standard Financial Corp. 2012 Equity Incentive Plan,Other Benefit Plans and represent all awards held at September 30, 2013 by our Named Executive Officers.
(2)All option awards and stock awards vest at a rate of 20% per year, commencing on the first anniversary of the date of grant.
(3)The market value of unvested stock awards is based on the closing price of Standard Financial Corp.’s common stock on September 30, 2013 of $18.25.
Agreements
Employment AgreementsAgreements.. Standard Financial Corp. and Standard Bank entered into an employment agreement with each of Timothy K. Zimmerman, Colleen M. BrownAndrew W. Hasley and PaulSusan A. KnappParente (referred to collectively below as the “executives” or individually as the “executive”) are parties to employment agreements, effective October 6, 2010. Ouras of January 25, 2018, with Standard AVB and Standard Bank. Standard AVB’s continued success depends to a significant degree on the skills and competence of these officers,executives and the employment agreements are intended to ensure that we maintainStandard AVB maintains a stable management base following the offering.base. The discussion below addresses the employment agreements entered into withcontain substantially similar terms except for the executives.individual’s title and base salary.
The employment
agreement with Mr. Zimmerman providesagreements provide for a three-year term and the
employment agreements with Ms. Brownterm renews daily, unless the Board of Directors or executive elects not to extend the term. If the Board of Directors or executive elects not to extend the term of the agreement, the term will become fixed and
Mr. Knapp provide for a two-year term, subject to daily renewal.will end on the third anniversary of the date of the non-renewal. The current base salaries are
$290,604$360,000 for Mr. Zimmerman,
$157,600$299,000 for Mr. Hasley and $198,000 for Ms.
Brown and $108,200 for Mr. Knapp. The agreements also provide for participation in employee benefit plans and programs maintained for the benefit of senior management personnel, including discretionary bonuses, participation in stock-based benefit plans, and certain fringe benefits as described in the agreements.Parente.
Upon termination of an executive’s employment for cause, as defined in each of the agreements, the executive will receive no further compensation or benefits under the agreement. If
we terminateStandard AVB terminates the executive for reasons other than for cause or if the executive terminates voluntarily under specified circumstances that constitute a good reason
constructive termination (as defined in
each of the agreements), the executive will receive an amount equal to
two times the
sum of the executive’s highest annual base salary
cash bonusplus the average of the bonuses earned in the two fiscal years immediately preceding the year of termination of employment, payable in a lump sum on the thirtieth day following the date of termination. Standard AVB, or its successor, will also continue to provide the executive with continued medical, vision and
employer contributionsdental coverage, at no cost to
benefit plans that would have been payablethe executive, for the remaining term of the agreement
payable inbut not to exceed eighteen (18) months, and if the remaining term is more than eighteen (18) months, the executive will receive a
lump sum. We will also continuecash payment equal to
pay for each executive’s life, health, vision and dentalthe cost of such coverage for
upthe months remaining in the term of the agreement. In order to
three years (two years for Ms. Brownreceive the severance payment and
Mr. Knapp), withinsurance benefits, the executive
responsible for his or her share of the employee insurance premium.must execute a release agreement.
In the event of a change in control, followed within
12eighteen (18) months by the executive’s termination for a reason other than for cause or if the executive terminates voluntarily under specified circumstances that constitute a good reason
constructive termination (as defined in
each of the agreements), the executive will receive an amount equal to
three times the
greatersum of
(a) the
payments describedexecutive’s highest annual base salary plus the average of the bonuses earned in the
two fiscal years immediately preceding
paragraph, or (b) an amount equal to the
12
three times (two times for Ms. Brown and Mr. Knapp) annual compensation (as defined in each year of the agreements, and includes taxable income and employer contributions to tax-qualified and non-qualified deferred compensation plans) that would have been payable for 36 months (24 months for Ms. Brown and Mr. Knapp),termination of employment, payable in a lump sum. Wesum
within ten (10) days following the date of termination. Standard AVB, or its successor, will also continue to
pay for each executive’s life, health,provide the executive with continued medical, vision and dental coverage for
up to three years (two years for Ms. Browneighteen (18) months, and
Mr. Knapp), with the executive responsible for the executive’s share of the employee insurance premium.Upon termination of employment that would entitle the executive to a severance payment (other than a termination in connection with a change in control), the executive will be required to adhere toreceive a one-year non-competition provision. The executive will be required to release us from any and all claims in order to receive any payments and benefits under their agreements. We will agree to pay all reasonable costs and legal fees of the executives in relationlump sum cash payment equal to the enforcementcost of the employment agreements, provided the executives succeed on the merits in a legal judgment, arbitration proceeding or settlement. The employment agreements also providesuch monthly insurance premiums for indemnification of the executives to the fullest extent legally permissible.
eighteen (18) months.
Assuming the executives had been terminated in connection with a change in control
on December 31, 2018, Mr. Zimmerman,
Mr. Hasley and Ms.
Brown and Mr. KnappParente would have received aggregate severance payments of approximately
$1,118,000, $397,000$1,556,000, $1,300,000 and
$272,000, respectively, based$747,000, respectively. The agreements also provide for benefits upon
eachthe occurrence of an executive’s
current level of compensation.death or disability.
Change in Control AgreementsAgreements.. Standard Bank entered into change-in-control John P. Kline, Christian M. Chelli, Sheila D. Crystaloski and Susan M. DeLuca (referred to below as the “executives” or “executive”) are parties to change in control agreements, with three additional officers effective October 6, 2010.as of January 25, 2018, except for Mr. Kline, whose agreement was effective as of September 28, 2018. The change-in-controlchange in control agreements contain substantially similar terms and provide for a benefit intwo-year term. The term renews annually, provided that the Board of Directors elects to extend the term. If the Board of Directors elects not to extend the term of the agreement, the term will end on the second anniversary of the date of the non-renewal.
In the event of involuntarya change in control, followed by the executive’s termination of employment for a reason other than for cause or resignation forif the executive terminates voluntarily under specified circumstances that constitute a good reason (as defined in each of the agreements), the executive will receive an amount equal to two times the sum of the executive’s annual base salary andas of the date of termination of employment plus two times the highest bonus earned duringby the priorexecutive in the three calendar years immediately preceding the year of termination of employment, payable in a lump sum andwithin ten (10) days following the continuationdate of non-taxabletermination. Standard AVB, or its successor, will also continue to pay the executive’s medical, vision and dental coverage for eighteen (18) months.
Non-Compete Agreement with David C. Mathews. Standard Bank had entered into a two-yearNon-Compete Agreement with Mr. Mathews, which provided that in order to protect the business, confidential and other proprietary information of Standard Bank, for a period of two years following his termination of employment or retirement, Mr. Mathews would not (i) directly or indirectly solicit any officer or employee to terminate their employment with Standard Bank; (ii) accept employment or become affiliated with any competitor of Standard Bank within 100 miles of where Standard Bank operates (except this provision shall not apply if he is terminated without cause); and (iii) solicit or cause any customer of Standard Bank to terminate an existing business relationship with Standard Bank.
As noted previously, Mr. Mathews retired effective February 27, 2019. As a result, in exchange for the executive responsible for his or her sharenon-compete and non-solicitation provisions Standard Bank will pay Mr. Mathews $40,000, payable in four equal quarterly installments, since he retired after age 64 but before age 65. The first payment was made on the date of Mr. Mathews’ retirement and each subsequent payment shall be made on each three-month anniversary of the employee premium. The amountdate of the payment to be made in connection with a change in control will be reduced, if necessary, to an amount that is $1.00 less than the amount that would otherwise be an “excess parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended.his retirement.
Supplemental Executive Retirement Agreements.Cash Incentives/Bonuses. The purpose of offering cash incentives is to provide structured annual cash award opportunities to key management personnel for their contributions to the achievement of strategic organizational objectives of Standard Financial Corp as well as specific individual performance goals. The participants’ incentives are determined primarily based on company-wide performance measures, and are adjusted at the discretion of the Compensation Committee. The company-wide performance measures include profitability, asset quality, risk management and peer group comparison components. The target amount of the bonus for the participants is the sum of the percentage achievement of company-wide performance measures and individual performance goals expressed as a percentage of base salary, with a target incentive of 25% for Mr. Zimmerman, 17.5% for Ms. Brown and 15% for Mr. Knapp.
Phantom Stock Agreements. Standard Bank entered into substantially identical Phantom Stock Appreciation Rights Agreements (“Phantom Stock Agreement”)a supplemental executive retirement agreement with executiveseach of Messrs. Zimmerman and directorsHasley in 2002 to provide participants with anMarch 2019. The supplemental executive retirement agreements replace the prior long term incentive opportunity to share in Standard Bank’s performancefor Messrs. Zimmerman and value creation. Directors Graft, Walker, Cofer and our Named Executive Officers, Mr. Zimmerman, Ms. Brown and Mr. Knapp, have each entered into a Phantom Stock Agreement. Under each Phantom Stock Agreement, a participantHasley, which was initially credited with a one-time allocation of phantom stock. Phantom stock is used solely as a measurement tool and it represents a hypothetical share of Standard Bank (“Phantom Stock”). Each year, a participant’s phantom stock account is credited with a dollar amount equal to the annual appreciation in the Phantom Stock share price times the number of shares of Phantom Stock initially credited to the participant. The Phantom Stock share price is determined by dividing the Capital Account, as defined in the Phantom Stock Agreement, by the total number of outstanding Phantom Stock shares. Participants were entitled to the appreciation in the pricelong term incentive portion of the Phantom Stock,2018 Executive Incentive Plan. Under the terms of the agreements, Messrs. Zimmerman and notHasley are entitled to the value of the one-time grantvested account balance upon termination of Phantom Stock that was creditedemployment.
Pursuant to the participants’agreements, commencing as of December 31, 2018, and on each subsequent December 31, Standard Bank will credit the executive’s account balance with an amount equal to five percent (5.0%) of the executive’s base salary and, in addition, may make a discretionary contribution in an amount up to ten percent (10.0%) of the executive’s base salary, for a total annual maximum contribution of fifteen percent (15.0%) of base salary. Contributions will be made only if the executive is employed with Standard Bank on the date of such contribution. The account balance will be credited with interest as of each December 31 at a rate equal to the average of the Moody’s Aaa Corporate Bond Index over the prior one-year period. For Mr. Hasley only, Standard Bank will not be obligated to make any contributions, other than interest crediting, on and after the date that Mr. Hasley attains age sixty-five (65). As of December 31, 2018, Standard Bank contributed $70,000 and $43,500, respectively, to the accounts in connectionof
Mr. Zimmerman and Mr. Hasley, respectively, with
implementingsuch amounts approved after reviewing the
Phantom Stock Agreements.In connectionindependent auditors’ report for the 2018 fiscal year.
For Mr. Zimmerman, the account balance is subject to a vesting schedule, with
50% of the
mutual to stock conversion on October 6, 2010, the Phantom Stock Agreements were frozen with no future benefits accruing. Participants began to receive cash distributions pursuant to their13
distribution elections, commencingaccount balance vesting on January 1, 2012. A participant’s interest2020 and the remainder vesting on June 30, 2020, subject to full vesting in the event of death, disability or a termination of employment within two years following a change in control. For Mr. Hasley, the account balance is subject to a five-year vesting schedule, with 20% of the account balance vesting annually, commencing January 1, 2020 and on each subsequent January 1, with 100% vesting on January 1, 2024, subject to full vesting in the event of death, disability or a termination of employment within two years following a change in control.
Upon a termination of employment or death, the account balance will be paid in a lump sum payment to Mr. Zimmerman or his
or her phantom stockbeneficiary, as applicable. For Mr. Hasley, upon a termination of employment, the account
vested over 5 years, at 20% each year,balance will be paid in fifteen substantially equal annual installments, and
consequently all directors and executives are 100% vested.in the event of Mr. Hasley’s death, the account balance will be paid in a lump sum to his beneficiary.
Equity Incentive Plan. Plans.In 2012, our Standard Financial stockholders approved the Standard Financial Corp. 2012 Equity Incentive Plan (the “Equity Incentive Plan”) in 2012. In addition, Standard AVB assumed the Allegheny Valley Bancorp’s 2011 Stock Incentive Plan (“2011 Plan”), which was previously approved by Allegheny Valley Bancorp’s stockholders. The Equity Incentive Plan provides officers, employees and directors of Standard Financial Corp.AVB with additional incentives to promote ourStandard AVB’s growth and performance. Most of the companies that we competeStandard AVB competes with for directors and management-level employees are public companies that also offer equity compensation as part of their overall director and officer compensation programs. By approving the Equity Incentive Plan, ourStandard AVB’s stockholders have given usStandard AVB the flexibility we needit needs to continue to attract and retain highly qualified officers and directors by offering a competitive compensation program that is linked to the performance of ourits common stock. The Equity Incentive Plan authorizes the issuance of up to 486,943 shares of Standard
Financial Corp.AVB common stock pursuant to grants of restricted stock awards, incentive stock options and non-qualified stock options; provided, however, that the maximum number of shares of stock that may be delivered pursuant to the exercise of stock options is 347,817 (all of which may be granted as incentive stock options) and the maximum number of shares of stock that may be issued as restricted stock awards is 139,126.
In addition, there remain 77,385 shares of Standard AVB common stock in the 2011 Plan.
The Equity Incentive Plan is administered by the members of Standard
Financial Corp.’sAVB’s Compensation
Committee of the Board of Directors (the “Committee”) who are “Disinterested Board Members,” as defined in the Equity Incentive Plan.Committee. The
Compensation Committee has the authority and discretion to select the persons who will receive awards; establish the terms and conditions relating to each award; adopt rules and regulations relating to the Equity Incentive Plan; and interpret the Equity Incentive Plan. The Equity Incentive Plan also permits the
Compensation Committee to delegate all or any portion of its responsibilities and powers.
Our employees and outside directors are eligible to receive awards under the Equity Incentive Plan. Awards may be granted in a combination of restricted stock awards, incentive stock options and non-qualified stock options. The exercise price of
On April 7, 2017, stock options granted under the
Equity Incentive2011 Plan
may not be less than the fair market value on the date theautomatically became stock
option is granted. Stock options
arefor common stock of Standard AVB, subject to
vesting conditionsan adjustment for the exchange ratio, and
restrictions as determined by the Committee.The Committee approved awards under the Equity Incentive Plan on July 26, 2012. All stock options and restricted stock awards are subject to time-based vesting. The stock optionall outstanding grants and time-based restricted stock awards made to date vest over a five-year period, with 20% of the awards vesting each year. The recipients of restricted stock awards are entitled to receive the cash dividends paid on all restricted stock awards, whether such awards are vested or not.
Stock awards under the Equity Incentive Plan will be granted only in whole shares of common stock. All restricted stock and stock option grants will be subject to conditions established by the Committee that are set forth in the award agreement. All awards granted under the Equity Incentive Plan will vest upon death, disability or involuntary termination of employment or service following a change in control (as defined in the Equity Incentive Plan) of Standard Financial Corp.
became fully vested.
Tax-Qualified Benefit Plans
401(k) PlanPlan.. Standard Bank participates inmaintains the Standard Bank, PaSB 401(k) Plan, administered by Pentegra Financial Institutions Thrift Plan, a multi-employer 401(k) plan,Retirement Services, which provides benefits to substantially all of ourStandard AVB’s employees (the “401(k) Plan”). Employees of Standard Bank who are 2118 or older and have completed one year of service250 hours during a continuous three-month period are eligible to participate in the 401(k) Plan (“Participants”). Participants may contribute up to 50%75% of their annual compensation to the 401(k) Plan on a pre-tax basis, subject to limits prescribed by law. Standard Bank provides a 401(k) match equal to 50%100% of the Participant’s salary deferral on the first 6%3% of compensation and 50% of the Participant’s salary deferral of the next 2% of compensation, for a maximum employer matching contribution of 3%4% of a Participant’s pre-tax compensation. Employer contributions are subject to a six-year graded vesting schedule, with 20% vesting after two years of service and an additional 20% vest after each following year of credited service, so that a participant is 100% vested after six years of credited service. Participants are always 100% vested in employer contributions and their salary deferrals. Participants will also become 100% vested in the employer contributions allocated to their accounts upon attainment of normal retirement age or in the event of the participant’s death or disability. Participants may invest their accounts in the investment options provided under the 401(k) Plan. Participants may request a14
withdrawal from their accounts in the event they incur a financial hardship. A Participant will become
eligible for distribution of his or her 401(k) Plan benefit upon termination of employment and a Participant that satisfies certain eligibility requirements may request distributions of certain portions of their account balance while employed. Participants may elect to receive payments of their benefits in a lump sum or in installments, provided that their account balance equal or exceeds $500.
During the fiscal years ended September 30, 2013 and 2012, Standard Bank recognized $87,000 and $91,000, respectively, as a 401(k) Plan expense.
Defined Benefit Pension PlanPlan.. Standard Bank participates inmaintains the PentegraStandard Bank, PaSB Defined Benefit Pension Plan for Financial Institutions Retirement Fund,and Trust (the “Pension Plan”), a multi-employernoncontributory defined benefit pension plan, (the “Pentegra DB Plan”). Effectivewhich was frozen effective August 1, 2005, the annual benefit provided to employees under the Pentegra DB Plan was frozen.2005. Freezing the Pension Plan eliminated all future benefit accruals; however, the accrued benefit as of August 1, 2005 remains. During the fiscal years ended September 30, 2013 and 2012, Standard Bank recognized $152,000 and $165,000, respectively, as pension expense and made $89,000 and $141,000, respectively, as contributions to the Pentegra DB Plan. Standard Bank may maintainAs a frozen plan, future service or terminate the Pension Plan as circumstances warrant.salary changes will not increase retirement benefits.
Employee Stock Ownership PlanPlan.. In connection with the mutual to stock conversion, Standard Bank adopted an Employee Stock Ownership Plan (“ESOP”)ESOP for eligible employees.employees in 2010. Eligible employees commenced participation in the ESOP on the later of October 6, 2010 or upon the first entry date commencing on or after the eligible employee’s completion of 1,000 hours of service during a continuous 12-month period and the attainment of age 21. The ESOP trustee purchased, on behalf of the ESOP, 178,254 shares of Standard
AVB (previously Standard Financial Corp.
) common stock issued in the offering and an additional 100,000 shares in the secondary market, for a total of 278,254 shares. The ESOP funded its stock purchase with a loan from Standard
Financial Corp.AVB equal to the aggregate purchase price of the common stock. The loan is repaid principally through Standard Bank’s contribution to the ESOP and dividends payable on common stock held by the ESOP over the
20 year20-year term of the loan. The interest rate for the loan is an annually adjustable rate equal to the prime rate, as published in
The Wall Street Journal, which is currently
3.25%5.50%.
The trustee holds the shares purchased by the ESOP in an unallocated suspense account, and shares are released from the suspense account on a pro-rata basis as
we repayStandard Bank repays the loan. The trustee will allocate the shares released among participants on the basis of each participant’s proportional share of compensation relative to all participants. Participants will become 100% vested upon the completion of six years of service. Participants who were employed by Standard Bank immediately prior to the offering received credit for vesting purposes for years of service prior to adoption of the ESOP. Participants also will become fully vested automatically upon normal retirement, death or disability, a change in control, or termination of the ESOP. Generally, participants receive distributions from the ESOP upon separation from service.
The ESOP permits participants to direct the trustee as to how to vote the shares of common stock allocated to their accounts. The trustee votes unallocated shares and allocated shares for which participants do not provide instructions on any matter in the same ratio as those shares for which participants provide instructions, subject to fulfillment of the trustee’s fiduciary responsibilities.
Under applicable accounting requirements, we recordStandard Bank records a compensation expense for the ESOP at the fair value of the shares as they are committed to be released from the unallocated suspense account to participants’ accounts. The compensation expense resulting from the release of the common stock from the suspense account and allocation to plan participants result in a corresponding reduction in Standard Financial Corp.’sBank’s earnings.
Director Compensation
Director Fees. During the fiscal
yearsyear ended
September 30, 2013 and 2012, Standard Bank recognized $268,000 and $229,000, respectively, as ESOP expense.Director Compensation
Director Fees. EachDecember 31, 2018, each director of Standard Financial Corp.,AVB, other than Messrs. Zimmerman, Hasley and Mathews, and Zimmerman, iswas paid, on a pro rata basis, an annual fee of $27,000.$30,000. The annual fee was unchanged from the prior year. Messrs. Zimmerman, Hasley and Mathews do not receive director fees. Effective January 1, 2018, the Chairman of the Board of Directors receivesreceived an additional $6,800$12,000 retainer annually and the Vice Chairman of the Board of Directors receivesreceived an additional $3,500$7,200 retainer annually. DirectorsThe Chair for the Audit Committee received an additional retainer of $4,000 and all members of the Loan Committee received an additional retainer of $2,000. There is no additional compensation for other committee service.
Effective January 1, 2019, each director of Standard AVB, other than Messrs. Zimmerman, Hasley and Mathews, will be paid, on a pro rata basis, an annual fee of $30,000 in cash and $5,000 in restricted stock. Messrs. Zimmerman and Hasley do not receive director fees. As a result of Mr. Mathews’ retirement as a
full-time employee of the Company on February 27, 2019, he will receive a pro rata portion of the aforementioned fees for the balance of 2019. Effective January 1, 2019, the Chairman of the Board of Directors will receive an additional $12,000 retainer annually and the Vice Chairman of the Board of Directors will receive an additional $7,200 retainer annually. The Chair for the Audit Committee will receive an additional retainer of $4,000 and all members of the Loan Committee will receive an additional retainer of $2,000. There is no additional compensation for other committee service.
The following table sets forth the total fees attendancereceived by the directors during the fiscal year ended December 31, 2018, other than Messrs. Zimmerman and Hasley:
| Name | | | Fees earned or
paid in cash
($) | | | Stock
awards
($) | | | Option
awards
($) | | | Non-equity
incentive plan
compensation
($) | | | Nonqualified
deferred
compensation
earnings
($) | | | All other
compensation
($) | | | Total
($) | |
| Terence L. Graft | | | | | 42,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 42,000 | | |
| John M. Lally | | | | | 32,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 32,000 | | |
| David C. Mathews | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 194,522(3) | | | | | | 194,522 | | |
| Ronald J. Mock | | | | | 32,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 32,000 | | |
| Dale A. Walker | | | | | 36,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 36,000 | | |
Jennifer H. Lunden(1) | | | | | 15,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,000 | | |
| William T. Ferri | | | | | 30,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 30,000 | | |
| Paul A. Iurlano | | | | | 30,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 30,000 | | |
| Gregory J. Saxon | | | | | 37,200 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 37,200 | | |
| Thomas J. Rennie | | | | | 30,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 30,000 | | |
| R. Craig Thomasmeyer | | | | | 32,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 32,000 | | |
Horace G. Cofer(2) | | | | | 16,250 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,250 | | |
(1)
Mrs. Lunden was appointed to the Board of Directors on June 26, 2018.
(2)
Mr. Cofer resigned from the Board of Directors and became a Director Emeritus on June 26, 2018.
(3)
Mr. Mathews was not paid any fees
or other fees. In addition, Standard Bank hasfor his service as a director in 2018, however, Mr. Mathews received compensation for his services as an
Eastern Region15
Advisory Board. The Advisory Board currently consists of six members, two of whom are employeesemployee of Standard Bank (including Messrs.in 2018. Mr. Mathews and Zimmerman). Thewas the Business Development Coordinator for Standard Bank’s Eastern Region Advisory Board meets on a quarterly basis. Eachprimarily responsible for originating commercial real estate loans. The amount shown in this column includes $185,000 for base salary, $6,667 for the Standard Bank, PaSB 401(k) Plan (“401(k) Plan”) matching contributions, $315 for premiums paid by Standard Bank for group term life insurance and $2,540 for premiums paid by Standard Bank for supplemental long-term disability insurance.
PROPOSAL II — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS
The Company’s independent
Advisory Board member receives a fee of $500 per meeting attended. Aggregate Advisory Board fees paidregistered public accountants for the fiscal year ended
September 30, 2013,December 31, 2018 were
$5,000.Directors’ Summary Compensation TableS.R. Snodgrass, P.C. (“Snodgrass”). The following table sets forth for the fiscal year ended September 30, 2013 certain information as to the total remuneration we paid to our directors. Neither Mr. Zimmerman nor Mr. Mathews receives compensation for service on the Board of Directors.
Director Compensation Table for the Fiscal Year Ended September 30, 2013
Name | | Fees Earned or
Paid in Cash | | Stock
Awards (1) | | Option
Awards (1) | | All Other
Compensation(1) | | Total | |
Terence L. Graft | | $ | 32,250 | | — | | — | | $ | 1,142 | | $ | 33,392 | |
Dale A. Walker | | $ | 29,125 | | — | | — | | $ | 1,142 | | $ | 30,267 | |
H.G. Cofer | | $ | 26,000 | | — | | — | | $ | 1,142 | | $ | 27,142 | |
David C. Mathews(2) | | $ | — | | — | | — | | $ | 189,072 | | $ | 189,072 | |
William T. Ferri | | $ | 26,000 | | — | | — | | $ | 1,142 | | $ | 27,142 | |
Thomas J. Rennie | | $ | 26,000 | | — | | — | | $ | 1,142 | | $ | 27,142 | |
(1)
| As of September 30, 2013, Directors Graft, Walker, Cofer, Mathews, Ferri and Rennie had 5,344, 5,344, 5,344, 6,144, 5,344 and 5,344 unvested shares of restricted stock, respectively, and 16,695, 16,695, 16,695, 19,200, 16,695 and 16,695 of stock options, respectively. The amount in all other compensation, except for Mr. Mathews, represents dividends paid on unvested restricted stock shares.
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(2)
| Mr. Mathews is not paid any fees for his service as a director. Mr. Mathews receives compensation for his services as an employee of Standard Bank. Mr. Mathews is the Business Development Coordinator for Standard Bank and he is primarily responsible for originating commercial real estate loans. The amount shown in this column includes $175,784 for base salary, $7,000 bonus payment, $4,597 for 401(k) Plan matching contributions, $378 for premiums paid by Standard Bank for group term life insurance and $1,313 in dividends paid on unvested restricted stock shares.
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Non-Compete Agreement with David C. Mathews. Standard Bank has entered into a Non-Compete Agreement with Mr. Mathews, which provides that in order to protect the business, confidential and other proprietary information of Standard Bank, for a period of two years following his termination of employment, Mr. Mathews will not (i) directly or indirectly solicit any officer or employee to terminate their employment with Standard Bank; (ii) accept employment or become affiliated with any competitor of Standard Bank within 100 miles of where Standard Bank operates (except this provision shall not apply if he is terminated without cause); and (iii) solicit or cause any customer of Standard Bank to terminate an existing business relationship with Standard Bank.
In exchange for the non-compete and non-solicitation provisions, upon termination of Mr. Mathews’ employment, Standard Bank will pay Mr. Mathews (i) $80,000, payable in eight equal quarterly installments, if Mr. Mathews terminates employment prior to age 64, or (ii) $40,000, payable in four equal quarterly installments, if Mr. Mathews terminates employment on or after age 64 but before age 65, or (iii) nothing if Mr. Mathews terminates employment on or after age 65. The first payment shall be made on the date of Mr. Mathews’ termination of employment and each subsequent payment shall be made on each three month anniversaryAudit Committee of the date of his termination of employment. The first payment may be delayed by six months in order to comply with Section 409A of the Internal Revenue Code.
Transactions With Certain Related Persons
The Sarbanes-Oxley Act of 2002 generally prohibits us from making loans to our executive officers and directors, but it contains a specific exemption from such prohibition for loans made by Standard Bank to our executive officers and directors in compliance with federal banking regulations.
At September 30, 2013, all of Standard Bank’s loans to our directors and executive officers 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 loans with persons not related to Standard Bank, and did not involve more than the normal risk of collectability or present other unfavorable features. These loans were performing according to their original terms at September 30, 2013, and were made in compliance with federal banking regulations. Pursuant to Standard Financial Corp.’s Policy and Procedures for Approval of Related Person Transactions, the Audit Committee periodically reviews, no less frequently than twice a year, a summary of
16
transactions in excess of $25,000 with directors, executive officers and their family members, for the purpose of determining whether the transactions are in compliance with our policies and should be ratified and approved.
PROPOSAL 2 —
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our independent registered public accounting firm for the fiscal year ended September 30, 2013 was S.R. Snodgrass, A.C. Our Audit CommitteeBoard has approved the engagement of S.R. Snodgrass A.C. to be ourthe Company’s independent registered public accounting firmaccountants for the fiscal year ending September 30, 2014,December 31, 2019, subject to the ratification of the engagementappointment by our stockholders. At the annual meeting,Company’s stockholders at the stockholders will consider and vote on theAnnual Meeting.
Stockholder ratification of the
engagementselection of
S.R. Snodgrass
A.C. foris not required by the
fiscal year ending September 30, 2014. A representative of S.R. Snodgrass, A.C. is expected to attendCompany’s Bylaws or otherwise. However, the
annual meeting to respond to appropriate questions and to make a statement if he or she so desires.Even ifBoard will submit the selection of the independent registered public accounting firmaccountants to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection of Snodgrass, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee inmay, at its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such change is in the best interestinterests of Standard Financial Corp.the Company and its stockholders.
Fees Paid to
Independent Registered Public Accounting FirmSnodgrass
Set forth below is certain information concerning aggregate fees
billed for professional services rendered by
S.R. Snodgrass
A.C. during
the fiscal years
ended September 30, 20132018 and
2012. | | 2013 | | 2012 | |
Audit Fees | | $ | 83,502 | | $ | 81,051 | |
Audit-Related Fees | | — | | — | |
Tax Fees | | $ | 10,519 | | $ | 10,567 | |
All Other Fees | | — | | — | |
2017.
Audit FeesFees.. Audit The aggregate fees consist of fees incurred in connection withbilled to the Company by Snodgrass for professional services rendered for the audit of ourthe Company’s annual consolidated financial statements, the review of the interimconsolidated financial statements included in our quarterly reports filedthe Company’s annual report on Form 10-K and services that are normally provided by Snodgrass in connection with statutory and regulatory filings and engagements were $135,154 and $138,181 during fiscal 2018 and 2017, respectively.
Audit Related Fees. The aggregate fees billed to the
SECCompany by Snodgrass for assurance and
related services rendered that are reasonably related to the
issuanceperformance of
consents and assistance with,the audit of and review of
documents filed with the
SEC.consolidated financial statements and that are not already reported in “Audit Fees” above, were $0 and $0 during fiscal 2018 and 2017, respectively. These services were primarily related to the audits of the Company’s employee benefit plans.
Tax FeesFees.. Tax The aggregate fees consist ofbilled to the Company by Snodgrass for professional services rendered for tax compliance were $17,434 and $14,908 during fiscal 2018 and 2017, respectively.
Other Fees. There were no aggregate fees
incurred in connection withbilled to the
preparation of stateCompany by Snodgrass for professional services rendered during fiscal 2018 and
federal tax returns, assistance with calculating estimated tax payments and other consulting.The2017, respectively.
Policy on Audit Committee
has considered whether the provisionPre-Approval of
non-audit services, which relate primarily to tax consulting services rendered, is compatible with maintaining the independenceAudit and Non-Audit Services of
S.R. Snodgrass, A.C. The Audit Committee concluded that performing such services does not affect the independence of S.R. Snodgrass, A.C. in performing its function as our independent registered public accounting firm.Independent Registered Public Accountants
The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by the independent registered public accounting firm, either by approving an engagement prior to the engagement or pursuant to a pre-approval policy with respect to particular services.accountants. These services may include audit services, audit-related services, tax services and other services. Pre-approval is 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 budget. The Audit Committee has delegated pre-approval authority to the Chairman ofits Chair when necessary, with subsequent reporting to the Audit Committee when expedition of services is necessary.Committee. The independent registered public accounting firmaccountants and management are required to report periodically to the full Audit Committee quarterly regarding the extent of services provided by the independent registered public accounting firmaccountants in accordance with this pre-approval policy, and the fees for the services performed to date. All audit-related fees, tax fees
Required Vote and
all other fees described above were approved either as partRecommendation of
our engagements of S.R. Snodgrass, A.C. or pursuant to the
pre-approval policy described above.17
Board
Vote Required
In order to ratify the selectionappointment of S.R. Snodgrass A.C. as the independent registered public accounting firmaccountants for fiscal 2019, the fiscal year ending September 30, 2014,proposal must receive the affirmative vote of at least a majority of the votes cast at the annual meeting mustAnnual Meeting, either in person or by proxy.
THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF SNODGRASS AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS.
PROPOSAL III — ADVISORY VOTE ON EXECUTIVE COMPENSATION
The compensation of our Principal Executive Officer and our two other most highly compensated executive officers of Standard AVB (“Named Executive Officers”) is described in “PROPOSAL I — ELECTION OF DIRECTORS — Compensation Matters.” Stockholders are urged to read the Compensation Matters section of this Proxy Statement, which discusses our compensation policies and procedures with respect to our Named Executive Officers.
Based on the information and rationale contained in this Proxy Statement, included among other things our performance-driven compensation program, our risk-management, and our adherence to best governance practices, we believe stockholders should vote in favor of such ratification. The Audit Committeethe compensation program.
Stockholders will be asked at the Annual Meeting to provide their support with respect to the compensation of our Named Executive Officers by voting on the following advisory, non-binding resolution:
RESOLVED, that the stockholders of Standard AVB Financial Corp. (the “Company”) approve, on an advisory basis, the compensation of the Company’s Named Executive Officers described in the Executive Compensation section of the Proxy Statement.
This advisory vote, commonly referred to as a “say-on-pay” advisory vote, is non-binding on the Board of Directors. Although non-binding, the Board of Directors recommends aand the Compensation Committee value constructive dialogue on executive compensation and other important governance topics with our stockholders and encourages all stockholders to vote “FOR” their shares on this matter. The Board of Directors and the ratificationCompensation Committee will review the voting results and take them into consideration when making future decisions regarding our executive compensation programs.
Unless otherwise instructed, validly executed proxies will be voted “FOR” this resolution.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RESOLUTION SET FORTH IN PROPOSAL III.
PROPOSAL IV — ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION TO OUR NAMED EXECUTIVE OFFICERS
We are providing stockholders with the opportunity to cast an advisory vote regarding the frequency of
S.R. Snodgrass, A.C. asfuture advisory votes on executive compensation. As required by law, our stockholders are entitled to vote on an advisory basis regarding whether Standard AVB should hold the
independent registered public accounting firm forshareholder vote to approve the
fiscal year ending September 30, 2014.ADVANCE NOTICE OF BUSINESS TO BE CONDUCTED
AT AN ANNUAL MEETING
Our Bylaws provide an advance notice procedure for certain business,compensation of our named executive officers every one, two or nominations tothree years.
Because your vote is advisory, it will not be binding upon the Board of Directors. However, the Board of Directors to be brought before an annual meetingvalues the opinions expressed by stockholders in these votes and will take into account the outcome of stockholders. In order for a stockholder to properly bring business before an annual meeting, or to propose a nominee to the vote when determining how frequently it will submit future advisory votes on the compensation of our named executive officers.
The Board of Directors believes that an advisory shareholder vote to approve the compensation of our Corporate Secretary must receive written noticenamed executive officers should be held every year. For purposes of this proposal, you are being asked to vote on one of four choices (every year, every two years, every three years or abstain). You are not earlier than the 90th day nor later than the 80th day priorvoting to dateapprove or disapprove of the annual meeting; provided, however, thatBoard’s recommendation.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE ON A NON-BINDING BASIS TO HOLD THE ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS EVERY YEAR.
STOCKHOLDER PROPOSALS FOR THE 2020 ANNUAL MEETING
In order to be eligible for inclusion in the
event that less than 90 days’ notice or prior public disclosure of the date of the annual meeting is provided to stockholders, then, to be timely, notice by the stockholder must be so received not later than the tenth day following the day on which public announcement of the date of such meeting is first made.The notice with respect to stockholder proposals that are not nominationsproxy materials for director must set forth as to each matter such stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; (ii) the name and address of such stockholder as they appear on Standard Financial Corp.’s books and of the beneficial owner, if any, on whose behalf the proposal is made; (iii) the class or series and number of shares of capital stock of Standard Financial Corp. which are owned beneficially or of record by such stockholder and such beneficial owner; (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business; and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.
The notice with respect to director nominations must include (i) as to each individual whom the stockholder proposes to nominate for election as a director, (A) all information relating to such person that would indicate such person’s qualification under Article 2, Section 12 of our Bylaws, including an affidavit that such person would not be disqualified under the provisions of Article 2, Section 12 of the Bylaws and (B) all other information relating to such individual that is required to be disclosed in connection with solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, or any successor rule or regulation; and (ii) as to the stockholder giving the notice, (A) the name and address of such stockholder as they appear on the Corporation’s books and of the beneficial owner, if any, on whose behalf the nomination is made; (B) the class or series and number of shares of capital stock of Standard Financial Corp. which are owned beneficially or of record by such stockholder and such beneficial owner; (C) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder; (D) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice; and (E) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act or any successor rule or regulation. Such notice must be accompanied by a written consent of each proposed nominee to be named as a nominee and to serve as a director if elected.
The 2014next year’s Annual Meeting of Stockholders, is expectedany stockholder proposal to be held February 17, 2015. Accordingly, advance written notice for certain business, or nominations to the Board of Directors, to be brought before the next annualtake action at such meeting must be received by our Corporate Secretary no earlier than November 19, 2014 andat the Company’s Executive Office, 2640 Monroeville Boulevard, Monroeville, Pennsylvania 15146, no later than November 29, 2014. IfDecember 17, 2019. Any such proposals shall be subject to the requirements of the proxy rules adopted under the Exchange Act.
Advance Notice of Business to be Conducted at an Annual Meeting
Under our Bylaws, a stockholder must follow certain procedures to nominate persons for election as directors or to introduce an item of business at a meeting of stockholders. These procedures provide, generally, that stockholders desiring to make nominations for directors, or to bring a proper subject of business before the meeting, must do so by a written notice istimely received outsidegenerally not later than December 17, 2019.
Nothing in this paragraph shall be deemed to require us to include in our proxy statement and proxy relating to an annual meeting any stockholder proposal that does not meet all of
these dates, it will be considered untimely,the requirements for inclusion established by the Securities and
we will not be required to present the matterExchange Commission in effect at the
stockholders meeting.18
time such proposal is received.
The Board
of Directors is not aware of any business to come before the
annual meetingAnnual Meeting other than the matters described above in
the Proxy Statement.this proxy statement. However, if any matters should properly come before the
annual meeting,Annual Meeting, it is intended that
the holders of the proxies will act in accordance with their best judgment.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF
PROXY MATERIALS FOR THE ANNUAL MEETING
The NoticeAudit Committee Report included in this proxy statement shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates this information by reference. The Audit Report shall not otherwise be deemed “soliciting material” or to be “filed” with the Securities and Proxy Statement, Annual ReportExchange Commission under such Acts.
An additional copy of the Company’s annual report on Form 10-K for the year ended December 31, 2018, will be furnished without charge upon written or telephonic request to Kim J. Davis, Corporate Secretary, 2640 Monroeville Boulevard, Monroeville, Pennsylvania 15146 or call (412) 856-0363.
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MMMMMMMMMMMMMMM C123456789 000004 ENDORSEMENT_LINE______________ SACKPACK_____________ 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Votes submitted electronically must be received by 11:59 p.m., Eastern Daylight Time, on May 20, 2019 (May 14, 2019 by 10:00 a.m. Eastern Daylight Time for 401K and ESOP shares). Online GIof ntoo welwewct.rinovneicstvoortviontge,.com/stnd or scan the delete QR code and control # ΔR code — ≈login details are locat shaded bar below. Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.investorvote.com/stnd Annual Meeting Proxy Card 1234 5678 9012 345 IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. To vote as the Board of Directors recommends on all items listed below, sign, date and return this proxy card. A Election of Directors — The Board of Directors recommends a vote FOR each of the nominees. + 1. Election of Directors for a three-year term: For Withhold For Withhold For Withhold 1a - Terence L. Graft 1b - John M. Lally 1c - David C. Mathews 1d - Ronald J. Mock 1e - Dale A. Walker B Proposals— The Board of Directors recommends a vote FOR Proposals 2 and 3 in favor of the 1 year option with respect to Proposal 4. 2. The ratification of the appointment of S.R. Snodgrass, P.C. as the independent registered public accounting firm of Standard AVB Financial Corp. for the fiscal year ending December 31, 2019. For Against Abstain 3. To consider a non-binding proposal to give advisory approval of our executive compensation as described in the proxy statement. For Against Abstain 4. To consider a non-binding proposal to give advisory approval with respect to the frequency that shareholders will vote on our executive compensation. 1 Year 2 Years 3 Years AbstainC Authorized Signatures — This section must be completed for your vote to be counted. Please date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. MMMMMMMC 1234567890 J N TMR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND030F7A1 U P X 4 1 4 4 8 9MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND +
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2019 Annual Meeting of Stockholders The Courtyard by Marriott - 3962 William Penn Highway Monroeville, Pennsylvania 15146 Tuesday, May 21, 2019 Registration and Seating Available at 8:30 a.m. Eastern Daylight Time Meeting Begins Promptly at 9:00 a.m. Eastern Daylight Time There will be no admission after the meeting begins. To attend the annual meeting, please present this admission ticket and photo identification at the registration desk upon arrival. Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/stnd IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. PROXY VOTING INSTRUCTIONS FOR ANNUAL MEETING OF STOCKHOLDERS Tuesday, May 21, 2019 This PROXY is solicited by the Board of Directors for use at the Annual Meeting of Stockholders on May 21, 2019. Your shares of stock will be voted as you specify. If you sign and date your proxy card,
but do not provide instructions, your shares of stock will be voted “FOR” all the nominees listed in Proposal 1, “FOR” Proposals 2 and 3, and “FOR” 1 year with respect to Proposal 4. By signing this PROXY, you revoke all prior proxies and appoint the Secretary of Standard AVB Financial Corp. with the power to appoint substitutes, to vote your shares of stock that you would be entitled to cast if personally present at the Annual Meeting of Stockholders, and all adjournments or postponements of the meeting. If you participate in the ESOP or 401K Plans your voting instructions will be given to the Plan Trustees. The Trustee will vote your shares in accordance with your instructions received by 10:00 a.m., Eastern Daylight Time, May 14, 2019. You may also revoke previously given voting instructions by 10:00 a.m., Eastern Daylight Time, May 14, 2019, by filing with the Trustee either written notice of revocation or a properly completed and signed proxy card bearing a later date. Your voting instructions will be kept confidential by the Trustee. If you do not send voting instructions, the Trustee will vote the number of shares equal to the share equivalents credited to your account in the same proportion that it votes shares for which it did receive timely instructions. Your vote is important. You are
also available at http://www.standardbankpa.com/stndproxy. | BY ORDER OF THE BOARD OF DIRECTORS
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| Timothy K. Zimmerman
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| President and Chief Executive Officer
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Monroeville, Pennsylvania
January 7, 2014
19
strongly encouraged to vote your proxy through the Internet or by telephone in accordance with the instructions on the reverse side. However, if you wish to vote by mail, just complete the reverse side of this card, sign, and date below and return in the enclosed envelope. If you wish to vote in accordance with the Board of Directors’ recommendations, you need not mark the voting boxes, only return a signed card. If you do not sign and return a proxy, submit a proxy by telephone or through the Internet, or attend the meeting and vote by ballot, shares that you own directly cannot be voted. Please mark your vote on the reverse side, date and sign. D Non-Voting Items Change of Address — Please print new address below. Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting. +
| PLEASE MARK VOTES AS IN THIS EXAMPLE X REVOCABLE PROXY STANDARD FINANCIAL CORP. YOUR VOTE IS IMPORTANT! PROXY VOTING INSTRUCTIONS Stockholders of record have three ways to vote: 1. By Telephone (using a Touch-Tone Phone); or 2. By Internet; or 3. By Mail. To Vote by Telephone: Call 1-866-411-6680 Toll-Free on a Touch-Tone Phone anytime prior to 3 a.m., February 18, 2014. To Vote by Internet: Go to https://www.rtcoproxy.com/stnd prior to 3 a.m., February 18, 2014. Please note that the last vote received from a stockholder, whether by telephone, by Internet or by mail, will be the vote counted. Date Sign above Co-holder (if any) sign above Please be sure to date and sign this proxy card in the box below. Mark here if you plan to attend the meeting. Mark here for address change. FOLD HERE IF YOU ARE VOTING BY MAIL PLEASE DO NOT DETACH The Company’s Proxy Statement, including the Notice of the Annual Meeting of Stockholders, the 2013 Annual Report to Stockholders and Proxy Card are each available on the internet at: www.standardbankpa.com/stndproxy Important Notice Regarding the Availability of Proxy Materials Please sign exactly as your name appears on this card. When signing as attorney, executor, administrator, trustee or guardian, please give your full title. If shares are held jointly, each holder may sign but only one signature is required. With- For All For hold Except 1. The election as directors of all nominees listed (unless the “For All Except” box is marked and the instructions below are complied with). (01) William T. Ferri (02) David C. Mathews INSTRUCTION: To withhold authority to vote for any nominee(s), mark “For All Except” and write that nominee(s’) name(s) or number(s) in the space provided below. For Against Abstain 2. The ratification of the appointment of S.R. Snodgrass, A.C. as the independent registered public accounting firm of Standard Financial Corp. for the fiscal year ending September 30, 2014. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1 AND 2.
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| YOUR VOTE IS IMPORTANT! Annual Meeting Materials are available on the Internet at: www.standardbankpa.com/stndproxy you can vote in one of three ways: 1. Call toll free 1-866-411-6680 on a Touch-Tone Phone. There is NO CHARGE to you for this call. or 2. Via the Internet at https://www.rtcoproxy.com/stnd and follow the instructions. or 3. Mark, sign and date your proxy card and return it promptly in the enclosed envelope. PLEASE SEE REVERSE SIDE FOR VOTING INSTRUCTIONS REVOCABLE PROXY STANDARD FINANCIAL CORP. ANNUAL MEETING OF STOCKHOLDERS February 18, 2014 9:00 a.m., Eastern Time THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints the members of the official proxy committee of Standard Financial Corp. (the “Company”), or any of them, with full power of substitution in each, to act as proxy for the undersigned, and to vote all shares of common stock of the Company which the undersigned is entitled to vote only at the Annual Meeting of Stockholders “Annual Meeting” to be held on Tuesday, February 18, 2014 at 9:00 a.m., Eastern time, at the Doubletree Hotel Pittsburgh/Monroeville Convention Center, located at 101 Mall Boulevard, Monroeville, Pennsylvania 15146 and at any and all adjournments thereof, with all of the powers the undersigned would possess if personally present at such meeting as follows: This proxy is revocable and will be voted as directed, but if no instructions are specified, this proxy, properly signed and dated, will be voted “FOR” each of Proposals 1 and 2. If any other business is presented at the Annual Meeting, including whether or not to adjourn the meeting, this proxy will be voted by the proxies in their judgment. At the present time, the Board of Directors knows of no other business to be presented at the Annual Meeting. This proxy also confers discretionary authority on the proxy committee of the Board of Directors to vote (1) with respect to the election of any person as director, where the nominees are unable to serve or for good cause will not serve and (2) matters incident to the conduct of the meeting. PLEASE PROVIDE YOUR INSTRUCTIONS TO VOTE by TELEPHONE OR THE INTERNET OR COMPLETE, DATE, SIGN, AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. (Continued, and to be marked, dated and signed, on the other side) STANDARD FINANCIAL CORP. — ANNUAL MEETING, FEBRUARY 18, 2014 6902
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| NOTICE OF ANNUAL MEETING OF STOCKHOLDERS January 7, 2014 Dear Stockholder: The 2014 Annual Meeting of the Stockholders of Standard Financial Corp., the parent company of Standard Bank, PaSB., will be held on February 18, 2014 at the Doubletree Hotel Pittsburgh/Monroeville Convention Center, 101 Mall Boulevard, Monroeville, Pennsylvania 15146 at 9:00 a.m. (Eastern Time). Stockholders of record at the close of business on January 2, 2014 are entitled to vote at the Annual Meeting, which is being held to consider and act upon the following proposals: 1. The election of two directors; and 2. The ratification of the appointment of S.R. Snodgrass, A.C. as the independent registered public accounting firm for the fiscal year ending September 30, 2014; Your Board of Directors recommends a vote "FOR" proposals 1 and 2. Thank you for your continued support, Timothy K. Zimmerman President and Chief Executive Officer IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS MEETING TO BE HELD ON FEBRUARY 18, 2014 This notice is not a form for voting, and presents only an overview of the more complete proxy materials, which include the 2013 Annual Report to Stockholders, the Proxy Statement for the Annual Meeting, and the form of proxy card. These proxy materials contain important information and are available on the Internet at http://www.standardbankpa.com/stndproxy or by mail. We encourage you to access and review the proxy materials before voting. You may vote in any of the following ways: Internet—To vote via the Internet, go to https://www.rtcoproxy.com/stnd anytime prior to 3 a.m. February 18, 2014. You will need your Stockholder Control Number, which is in the lower right hand corner of this Notice. Phone—To vote by phone, call 1-866-411-6680 toll-free on a touch-tone phone anytime prior to 3 a.m. February 18, 2014. You will need your Stockholder Control Number. Mail—To vote by mail, you must first either (i) request a paper or e-mail copy of the proxy materials in accordance with the instructions below, or (ii) access the proxy materials on the above web site, and download and print the proxy card. Then, cast your vote on the proxy card, sign it and return it to the address indicated. In Person—You may also vote in person at the Annual Meeting. If you wish to receive a paper or e-mail copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. To request a paper or e-mail copy of the proxy materials, you will need your Stockholder Control Number. Then, either: • Call our toll-free number, 1-866-856-2265; or • Send us an e-mail at Webmaster@standardbankpa.com and enter your Stockholder Control Number when prompted, or, if you send us an e-mail, enter it in the subject line. You may make your request for paper copies apply to all future annual stockholders meetings (which you may later revoke at any time), or only for the 2014 Annual Stockholders Meeting. Please make your request as instructed in this notice on or before January 28, 2014 to facilitate timely delivery. Stockholder Control Number Name Address City, State Zip Code 2640 Monroeville Boulevard, Monroeville, Pennsylvania 15146
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| The Company’s Proxy Statement, including the Notice of the Annual Meeting of Stockholders, the 2013 Annual Report to Stockholders and Proxy Card are each available on the internet at: www.standardbankpa.com/stndproxy 6902 ANNUAL MEETING OF STOCKHOLDERS FEBRUARY 18, 2014 – 9:00 A.M., EASTERN TIME THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints the members of the official proxy committee of Standard Financial Corp. (the “Company”), or any of them, with full power of substitution in each, to act as proxy for the undersigned, and to vote all shares of common stock of the Company which the undersigned is entitled to vote only at the Annual Meeting of Stockholders to be held on Tuesday, February 18, 2014 at 9:00 a.m., Eastern time, at the Doubletree Hotel Pittsburgh/Monroeville Convention Center, located at 101 Mall Boulevard, Monroeville, Pennsylvania 15146 and at any and all adjournments thereof, with all of the powers the undersigned would possess if personally present at such meeting as follows: Important Notice Regarding the Availability of Proxy Materials PLEASE MARK VOTES AS IN THIS EXAMPLE X REVOCABLE PROXY STANDARD FINANCIAL CORP. Date Sign above Co-holder (if any) sign above Please be sure to date and sign this proxy card in the box below. Please sign exactly as your name appears on this card. When signing as attorney, executor, administrator, trustee or guardian, please give your full title. If shares are held jointly, each holder may sign but only one signature is required. With- For All For hold Except 1. The election as directors of all nominees listed (unless the “For All Except” box is marked and the instructions below are complied with). (01) William T. Ferri (02) David C. Mathews INSTRUCTION: To withhold authority to vote for any nominee(s), mark “For All Except” and write that nominee(s’) name(s) or number(s) in the space provided below. FOLD HERE – PLEASE DO NOT DETACH – PLEASE ACT PROMPTLY PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE For Against Abstain 2. The ratification of the appointment of S.R. Snodgrass, A.C. as the independent registered public accounting firm of Standard Financial Corp. for the fiscal year ending September 30, 2014. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1 AND 2. This proxy is revocable and will be voted as directed, but if no instructions are specified, this proxy, properly signed and dated, will be voted “FOR” each of Proposals 1 and 2. If any other business is presented at the Annual Meeting, including whether or not to adjourn the meeting, this proxy will be voted by the proxies in their judgment. At the present time, the Board of Directors knows of no other business to be presented at the Annual Meeting. This proxy also confers discretionary authority on the proxy committee of the Board of Directors to vote (1) with respect to the election of any person as director, where the nominees are unable to serve or for good cause will not serve and (2) matters incident to the conduct of the meeting. Mark here if you plan to attend the meeting. Mark here for address change.
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