Table of Contents
Filed by the Registrant þ | Filed by a Party other than the Registrant o |
o Preliminary Proxy Statement | ||
þ Definitive Proxy Statement | ||
o Definitive Additional Materials | ||
o Soliciting Material Pursuant to §240.14a-11© or §240.14a-12 | ||
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
þ | No fee required. |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
1) | Title of each class of securities to which transaction applies: |
2) | Aggregate number of securities to which transaction applies: |
3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
4) | Proposed maximum aggregate value of transaction: |
5) | Total fee paid: |
o | Fee paid previously with preliminary materials. |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
1) | Amount Previously Paid: |
2) | Form, Schedule or Registration Statement No.: |
3) | Filing Party: |
4) | Date Filed: |
Table of Contents
![(LSB CORPORATION LETTERHEAD)](https://capedge.com/proxy/DEF 14A/0000950135-05-001742/b53235dfb5323500.gif)
Sincerely, | |
![]() | |
Paul A. Miller | |
President and Chief Executive Officer |
Table of Contents
1. To elect four Class C Directors for a three-year term. | |
2. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the current fiscal year. | |
3. To transact such other business as may properly come before the meeting and any adjournments or postponements thereof. |
By Order of the Board of Directors, | |
Barbara A. Biondo | |
Secretary |
Table of Contents
1. To elect four Class C Directors, each for a three-year term to continue until the Company’s annual meeting of stockholders in the year 2008 and until their successors are duly elected and qualified. | |
2. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the current fiscal year. | |
3. To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof. |
Table of Contents
2
Table of Contents
3
Table of Contents
4
Table of Contents
Trustee or | |||||||||
Director | |||||||||
Names of Nominees and Continuing Directors | Age | Since | |||||||
Nominees for Class C Directorships (Term expiring 2008) | |||||||||
Eugene A. Beliveau | 74 | 1978 | |||||||
Byron R. Cleveland, Jr. | 73 | 1968 | |||||||
Robert F. Hatem | 69 | 1974 | |||||||
Paul A. Miller | 65 | 1989 | |||||||
Continuing Directors Class A (Term expiring 2006) | |||||||||
Thomas J. Burke | 64 | 1985 | |||||||
Marsha A. McDonough | 61 | 1993 | |||||||
Kathleen Boshar Reynolds | 49 | 1991 | |||||||
Continuing Directors Class B (Term expiring 2007) | |||||||||
Malcolm W. Brawn | 65 | 1991 | |||||||
Richard Hart Harrington | 68 | 1995 |
5
Table of Contents
Executive Committee |
6
Table of Contents
Nominating Committee |
7
Table of Contents
Stock Option Committee |
Community Affairs Committee |
Compensation Committee |
8
Table of Contents
Audit Committee |
• | discussed and considered the independence of KPMG LLP, reviewing as necessary all relationships and services which might bear on KPMG LLP’s independence as outside auditor; | |
• | received written affirmation from KPMG LLP that it is, in fact, independent; | |
• | discussed the overall audit process, receiving and reviewing all reports from KPMG LLP; | |
• | involved KPMG LLP in the Audit Committee’s review of the Company’s financial statements and related reports with management; | |
• | provided to KPMG LLP access to the Audit Committee and the full Board of Directors to report on all appropriate matters; and | |
• | discussed with KPMG LLP all matters required under auditing standards generally accepted in the United States of America to be reviewed. |
9
Table of Contents
Respectfully submitted, | |
Eugene A. Beliveau (Chairman) | |
Byron R. Cleveland, Jr. | |
Robert F. Hatem | |
Richard Hart Harrington |
10
Table of Contents
Name | Position | Age | ||||
Paul A. Miller | Director, President and Chief Executive Officer of the Company and the Bank | 65 | ||||
Jeffrey W. Leeds(1) | Executive Vice President and Chief Lending Officer of the Bank, Assistant Treasurer of the Company | 65 | ||||
Timothy L. Felter(2) | Executive Vice President, Personal Banking and Investment Officer of the Bank and Company, Assistant Treasurer of the Company | 44 | ||||
John E. Sharland(3) | Senior Vice President, Chief Financial Officer and Treasurer of the Company and the Bank | 42 | ||||
Richard J. D’Ambrosio(4) | Senior Vice President, Support Services Operations of the Bank, Assistant Treasurer of the Company | 57 |
(1) | Jeffrey W. Leeds, who joined the Bank in 1987, has been its Chief Lending Officer since 1988. He was appointed Assistant Treasurer of the Company in July 2001. |
(2) | Timothy L. Felter, who joined the Bank in 1990, was appointed Senior Vice President of the Bank in 1993, Senior Vice President, Department Manager of Residential Lending in 1994, Investment Officer in 1995 and Executive Vice President, Personal Banking, and Investment Officer in January 1999. He was appointed Assistant Treasurer and Investment Officer of the Company in July 2001. |
(3) | John E. Sharland, who joined the Bank in 1992, was appointed Vice President and Chief Financial Officer in 1994, Senior Vice President in 1998 and Senior Vice President, CFO and Treasurer in January 1999. He was appointed Senior Vice President, CFO and Treasurer of the Company in March 2001. |
(4) | Richard J. D’Ambrosio, who joined the Bank in 1983, was elected Vice President of Servicing in 1986 and Senior Vice President of Support Services/ Operations in 1998. He was appointed Assistant Treasurer of the Company in July 2001. |
11
Table of Contents
Long Term | |||||||||||||||||||||
Compensation | |||||||||||||||||||||
Awards | |||||||||||||||||||||
Securities | |||||||||||||||||||||
Underlying | |||||||||||||||||||||
Annual Compensation | Options/ | All Other | |||||||||||||||||||
Year Ended | SARs | Compensation | |||||||||||||||||||
Name and Principal Position | December 31, | Salary | Bonus | (#) | ($) | ||||||||||||||||
(a) | (b) | (c) | (d) | (g) | (i) | ||||||||||||||||
Paul A. Miller | 2004 | $ | 384,011 | $ | 71,500 | 10,000 | $ | 124,330 | (1)(2) | ||||||||||||
President and | 2003 | $ | 350,601 | $ | 0 | 0 | $ | 151,706 | (1)(2) | ||||||||||||
Chief Executive Officer | 2002 | $ | 352,106 | $ | 68,100 | 0 | $ | 148,722 | (1)(2) | ||||||||||||
Jeffrey W. Leeds | 2004 | $ | 195,315 | $ | 22,000 | 8,000 | $ | 5,860 | (2) | ||||||||||||
Executive Vice President | 2003 | $ | 178,990 | $ | 0 | 0 | $ | 2,738 | (2) | ||||||||||||
And Chief Lending Officer | 2002 | $ | 176,250 | $ | 18,500 | 0 | $ | 5,287 | (2) | ||||||||||||
Timothy L. Felter | 2004 | $ | 145,988 | $ | 22,000 | 8,000 | $ | 4,380 | (2) | ||||||||||||
Executive Vice President- | 2003 | $ | 132,404 | $ | 0 | 0 | $ | 2,025 | (2) | ||||||||||||
Personal Banking and Investment | 2002 | $ | 128,750 | $ | 18,500 | 0 | $ | 3,862 | (2) | ||||||||||||
Officer | |||||||||||||||||||||
Richard J. D’Ambrosio | 2004 | $ | 96,994 | $ | 13,000 | 6,500 | $ | 2,882 | (2) | ||||||||||||
Senior Vice President | 2003 | $ | 87,485 | $ | 0 | 0 | $ | 1,323 | (2) | ||||||||||||
Support Services Operations | 2002 | $ | 86,600 | $ | 11,000 | 0 | $ | 2,598 | (2) | ||||||||||||
John E. Sharland | 2004 | $ | 93,875 | $ | 13,000 | 6,500 | $ | 2,816 | (2) | ||||||||||||
Senior Vice President and | 2003 | $ | 85,425 | $ | 0 | 0 | $ | 1,256 | (2) | ||||||||||||
Chief Financial Officer | 2002 | $ | 84,100 | $ | 11,000 | 0 | $ | 2,523 | (2) |
(1) | Includes amounts accrued to fund supplemental retirement plans for the benefit of Mr. Miller pursuant to Supplemental Retirement Agreements with Mr. Miller. See “EXECUTIVE COMPENSATION — Employment Agreements” (page 13). |
(2) | Includes matching contributions by the Bank to the Bank’s 401(k) Retirement Savings Plan for the Named Executive Officer. |
12
Table of Contents
Potential Realizable | ||||||||||||||||||||||||
Value at Assumed | ||||||||||||||||||||||||
Individual Grant | Annual Rates of | |||||||||||||||||||||||
Stock Price | ||||||||||||||||||||||||
Number of | Percent of Total | Appreciation for | ||||||||||||||||||||||
Securities | Options/SARs | Option Term | ||||||||||||||||||||||
Underlying | Granted to | |||||||||||||||||||||||
Options/SARs | Employees in | Exercise | Expiration | 5% | 10% | |||||||||||||||||||
Name | Granted (#) | Fiscal Year | Price | Date | ($) | ($) | ||||||||||||||||||
Paul A. Miller | 10,000 | 10.4% | $ | 16.77 | 01/22/2014 | 83,850 | 167,700 | |||||||||||||||||
Jeffrey W. Leeds | 8,000 | 8.3% | $ | 16.77 | 01/22/2014 | 67,080 | 134,160 | |||||||||||||||||
Timothy L. Felter | 8,000 | 8.3% | $ | 16.77 | 01/22/2014 | 67,080 | 134,160 | |||||||||||||||||
John E. Sharland | 6,500 | 6.8% | $ | 16.77 | 01/22/2014 | 54,503 | 109,005 | |||||||||||||||||
Richard J. D’Ambrosio | 6,500 | 6.8% | $ | 16.77 | 01/22/2014 | 54,503 | 109,005 |
Number of | ||||||||||||||||
Securities | Value of | |||||||||||||||
Underlying | Unexercised | |||||||||||||||
Unexercised | In-The-Money | |||||||||||||||
Options/SARs | Options/SARs | |||||||||||||||
Shares | at Fiscal | at Fiscal | ||||||||||||||
Acquired | Value | Year End(#) | Year End($) | |||||||||||||
on | Realized | Exercisable/ | Exercisable/ | |||||||||||||
Name | Exercise | ($)(1) | Unexercisable | Unexercisable(2) | ||||||||||||
Paul A. Miller | 40,000 | $ | 527,520 | 111,500/10,000 | $ | 1,284,305/$17,500 | ||||||||||
Jeffrey W. Leeds | 0 | 0 | 48,000/8,000 | $ | 501,735/$14,000 | |||||||||||
Timothy L. Felter | 6,680 | $ | 86,840 | 26,000/8,000 | $ | 226,295/$14,000 | ||||||||||
John E. Sharland | 0 | 0 | 19,000/6,500 | $ | 160,705/$11,375 | |||||||||||
Richard J. D’Ambrosio | 10,500 | $ | 123,015 | 16,500/6,500 | $ | 129,405/$11,375 |
(1) | Based on the closing price per share of the Company’s common stock on the day the shares were exercised. |
(2) | Based on a closing price of $18.52 per share of the Company’s Common Stock on December 31, 2004, less the option exercise price. |
13
Table of Contents
Compensation Policy |
14
Table of Contents
Chief Executive Officer Compensation |
Respectfully submitted, | |
Thomas J. Burke (Chairman) | |
Eugene A. Beliveau | |
Malcolm W. Brawn |
15
Table of Contents
16
Table of Contents
Average | 25 or | |||||||||||||||
Compensation(3) | 10 Years | 15 Years | 20 Years | More Years | ||||||||||||
$20,000 | $ | 2,500 | $ | 3,750 | $ | 5,000 | $ | 6,250 | ||||||||
$40,000 | $ | 5,000 | $ | 7,500 | $ | 10,000 | $ | 12,500 | ||||||||
$60,000 | $ | 8,323 | $ | 12,484 | $ | 16,645 | $ | 20,806 | ||||||||
$80,000 | $ | 12,023 | $ | 18,034 | $ | 24,045 | $ | 30,056 | ||||||||
$100,000 | $ | 15,723 | $ | 23,584 | $ | 31,445 | $ | 39,306 | ||||||||
$120,000 | $ | 19,423 | $ | 29,134 | $ | 38,845 | $ | 48,556 | ||||||||
$125,000 | $ | 20,348 | $ | 30,521 | $ | 40,695 | $ | 50,869 | ||||||||
$140,000 | $ | 23,123 | $ | 34,684 | $ | 46,245 | $ | 57,806 | ||||||||
$150,000 | $ | 24,973 | $ | 37,459 | $ | 49,945 | $ | 62,431 | ||||||||
$175,000 | $ | 29,598 | $ | 44,396 | $ | 59,195 | $ | 73,994 | ||||||||
$200,000 | $ | 34,223 | $ | 51,334 | $ | 68,445 | $ | 85,556 | ||||||||
$205,000** | $ | 35,148 | $ | 52,721 | $ | 70,295 | $ | 87,869 |
* | Based on age 65 retirement in 2005 (Plan Year 11/1/04 — 10/31/05). |
** | Federal law does not permit defined benefit pension plans to recognize compensation in excess of $205,000 for plan year 2005. |
(1) | The annual pension benefit is computed on the basis of a straight life annuity. |
(2) | The Company provides additional retirement benefits to Mr. Miller through two supplemental retirement plans. See “Employment Agreements” (page 13). |
(3) | Average compensation for purposes of this table is based on the average of the highest three consecutive years preceding retirement. |
17
Table of Contents
![PERFORMANCE GRAPH](https://capedge.com/proxy/DEF 14A/0000950135-05-001742/b53235dfb5323503.gif)
18
Table of Contents
19
Table of Contents
Amount | |||||||||
and Nature | |||||||||
of Beneficial | Percent of | ||||||||
Name of Beneficial Owner | Ownership(1)(2) | Class(3) | |||||||
Directors and Principal Officers | |||||||||
Eugene A. Beliveau | 9,775 | (4) | * | ||||||
Kathleen Boshar Reynolds | 7,700 | * | |||||||
Byron R. Cleveland, Jr. | 3,600 | * | |||||||
Robert F. Hatem | 11,275 | * | |||||||
Paul A. Miller | 131,583 | ** | 3.00 | % | |||||
Thomas J. Burke | 13,450 | * | |||||||
Marsha A. McDonough | 7,300 | * | |||||||
Malcolm W. Brawn | 24,000 | (5) | * | ||||||
Richard Hart Harrington | 7,255 | * | |||||||
Jeffrey W. Leeds | 74,320 | 1.69 | % | ||||||
Timothy L. Felter | 59,591 | ** | 1.36 | % | |||||
John E. Sharland | 33,171 | ** | * | ||||||
Richard J. D’Ambrosio | 30,750 | ** | * | ||||||
All Directors and Named Executive Officers as a Group (13 persons) | 413,770 | (6)** | 9.43 | % | |||||
5% or more Stockholders | |||||||||
First Manhattan Co. | 295,200 | (7) | 6.80 | % | |||||
John Sheldon Clark | 287,600 | (8) | 6.65 | % |
* | Less than one percent |
** | Includes shares held in the Company’s 401(k) Plan. The estimated shares so held with respect to each such participant are: Paul A. Miller, 18,367 shares; Timothy L. Felter, 9,311 shares; John E. Sharland, 5,921 shares; Richard J. D’Ambrosio, 0 shares; and all Directors and Named Executive Officers as a group (13 persons), 33,599 shares, respectively. |
(1) | In accordance with the applicable rules of the SEC, a person is deemed to be the beneficial owner of shares of the Common Stock of the Company if he or she has or shares voting power or investment power with respect to such shares or has the right to acquire beneficial ownership of such shares at any time within 60 days. As used herein, “voting power” means the power to vote or direct the voting of shares, and “investment power” means the power to dispose or direct the disposition of shares. Unless otherwise |
20
Table of Contents
indicated, each person named has sole voting and sole investment power with respect to all shares indicated. | |
(2) | Includes shares of the Company’s Common Stock which Directors and principal officers of the Company have the right to acquire within 60 days of February 28, 2005 pursuant to options granted under the 1986 and 1997 Stock Option Plans of the Company. The following persons have exercisable options to purchase the number of shares indicated: Mr. Miller, 68,216 shares; Mr. Leeds, 52,000 shares; Mr. Felter, 30,000 shares; Mr. Sharland, 22,250 shares;Mr. D’Ambrosio, 19,750 shares; Mr. Burke, 12,000 shares; Dr. Beliveau, 1,000 shares; Mr. Hatem, 8,000 shares; Mr. Cleveland, 2,500 shares; Messrs. Harrington and Brawn, 6,000 shares each; and Ms. McDonough and Ms. Boshar Reynolds 6,000 shares each; and all Directors and Named Executive Officers as a group, 239,716 shares. |
(3) | Computed on the basis of 4,385,726 outstanding shares as of February 28, 2005 plus 239,716 shares subject to options exercisable within 60 days of February 28, 2005 held by the named individual or group. |
(4) | Includes 700 shares owned by a household member, as to which Dr. Beliveau disclaims beneficial ownership. |
(5) | Includes 1,000 shares owned by his spouse, as to which Mr. Brawn disclaims beneficial ownership. |
(6) | The stated number of shares owned by the Named Executive Officers and Directors of the Company includes 140,455 shares currently issued and outstanding and 239,716 shares subject to stock options exercisable within 60 days of February 28, 2005. |
(7) | Based solely on Schedule 13G/ A filed with the Securities and Exchange Commission on or about February 8, 2005, First Manhattan Co. reports beneficial ownership of 295,200 shares of Common Stock. First Manhattan Co. reports sole voting power with respect to 281,550 shares and sole dispositive power with respect to 281,550 shares, shared voting power with respect to 13,650 shares and shared dispositive power with respect to 13,650 shares. First Manhattan Co.’s address is 437 Madison Avenue, New York, NY 10022. |
(8) | Based solely on a Form 13D filed with the Securities and Exchange Commission on or about December 7, 2004, Mr. John Sheldon Clark reports beneficial ownership of 287,600 shares of Common Stock of the Company with sole voting power with respect to 270,600 shares and sole dispositive power with respect to 270,600 shares, and shared voting and dispositive power with respect to 17,000 shares. Mr. John Sheldon Clark’s address is 1633 Broadway, 30th Floor, New York, New York 10019. |
21
Table of Contents
Audit Fees |
Audit-Related Fees |
Tax Fees |
22
Table of Contents
All Other Fees |
23
Table of Contents
LSB CORPORATION
C/O EQUISERVE TRUST COMPANY N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694
DETACH HERE | ZLSB41 |
x | Please mark votes as in this example. | #LSB |
1. | Election of four Class C Directors for a three-year term. |
(01) Eugene A. Beliveau, (02) Byron R. Cleveland, Jr.,
(03) Robert F. Hatem and (04) Paul A. Miller
FOR ALL NOMINEES | o | o | WITHHELD FROM ALL NOMINEES |
o | ||
For all nominees except as noted above |
FOR | AGAINST | ABSTAIN | ||||||
2. | Ratification of the appointment of KPMG LLP as LSB Corporation’s independent auditors. | o | o | o |
In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or at any adjournments or postponements thereof.
Mark box at right if an address change or comment has been noted on the reverse side of this card. | o |
Please be sure to sign and date this Proxy. If the stock is registered in the names of two or more persons, each should sign. Executors, administrators, trustees, guardians, attorneys and corporate officers should add their titles. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person.
Signature: | Date: | Signature: | Date: | |||||||||||
Table of Contents
DETACH HERE | ZLSB42 |
LSB CORPORATION
Annual Meeting of Stockholders to be held May 3, 2005
Proxy Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Paul A. Miller and Timothy L. Felter, and each of them, as true and lawful proxies, with full power of substitution, on behalf of the undersigned, to attend the Annual Meeting of Stockholders of LSB Corporation at the Andover Country Club, 60 Canterbury Street, Andover, Massachusetts, on May 3, 2005 at 10:00 a.m., and at any adjournments or postponements thereof (the “Annual Meeting”), and thereat to vote all shares of Common Stock, par value $0.10 per share, of LSB Corporation standing in the name of the undersigned, with all the powers which the undersigned would possess if personally present at the Annual Meeting, hereby revoking all previous proxies. In their discretion, the proxies are further authorized to vote upon such other matters as may properly come before the Annual Meeting. Each of such proxies, or his substitute, shall have and may exercise all the powers granted herein. This proxy is revocable at any time before it is voted by giving written notice of such revocation to the Secretary of LSB Corporation, or by signing and duly delivering a proxy bearing a later date or by attending the Annual Meeting and voting in person. The undersigned reserves the right to attend the Annual Meeting and to vote in person.
THIS PROXY, WHEN PROPERLY EXECUTED AND DELIVERED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED IN FAVOR OF PROPOSALS 1 AND 2.
The undersigned acknowledges receipt of the Notice of Annual Meeting of Stockholders to be held on May 3, 2005, the accompanying Proxy Statement and the 2004 Annual Report to Stockholders.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
HAS YOUR ADDRESS CHANGED?
DO YOU HAVE ANY COMMENTS?