SCHEDULE 14A INFORMATION
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. ___)
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ]Preliminary Proxy Statement [ ]Confidential, for Use of the
[x]Definitive Proxy Statement Commission Only (as permitted
[ ]Definitive Additional Materials by Rule 14a-6(e)(2))
[ ]Soliciting Material Pursuant to 14a-12
PVF CAPITAL 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)
Payment of Filing Fee (Check the appropriate box):
[x] 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:
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2. Aggregate number of securities to which transaction applies:
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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):
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4. Proposed maximum aggregate value of transaction:
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5. Total fee paid:
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[ ] 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:
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2. Form, Schedule or Registration Statement No.:
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3. Filing Party:
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4. Date Filed:
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[LETTERHEAD OF PVF CAPITAL CORP.]
September 20, 2002
Dear Stockholder:
We invite you to attend the Annual Meeting of Stockholders of PVF Capital
Corp. (the "Company") to be held at the Company's Corporate Center, 30000 Aurora
Road, Solon, Ohio on Monday, October 21, 2002 at 10:00 a.m., local time.
The attached Notice of Annual Meeting and Proxy Statement describe the
formal business to be transacted at the meeting. During the meeting, we will
also report on the operations of the Company. Directors and officers of the
Company as well as representatives of Crowe, Chizek and Company LLP, the
Company's independent auditors, will be present to respond to any questions the
stockholders may have.
ON BEHALF OF THE BOARD OF DIRECTORS, WE URGE YOU TO SIGN, DATE AND RETURN
THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE EVEN IF YOU CURRENTLY PLAN TO ATTEND
THE ANNUAL MEETING. Your vote is important, regardless of the number of shares
you own. This will not prevent you from voting in person but will assure that
your vote is counted if you are unable to attend the meeting.
Sincerely,
/s/ C. Keith Swaney
C. Keith Swaney
President
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PVF CAPITAL CORP.
30000 AURORA ROAD
SOLON, OHIO 44139
(440) 248-7171
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 21, 2002
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of PVF Capital Corp. (the "Company") will be held at the Company's
Corporate Center, 30000 Aurora Road, Solon, Ohio at 10:00 a.m. on Monday,
October 21, 2002.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of four directors of the Company for two-year terms;
2. The ratification of the appointment of Crowe, Chizek and Company
LLP as independent certified public accountants of the Company
for the fiscal year ending June 30, 2003; and
3. The transaction of such other matters as may properly come before
the Meeting or any adjournments thereof.
The Board of Directors is not aware of any other business to come before
the Meeting.
Any action may be taken on any one of the foregoing proposals at the
Meeting on the date specified above or on any date or dates to which, by
original or later adjournment, the Meeting may be adjourned. Stockholders of
record at the close of business on September 10, 2002, are the stockholders
entitled to vote at the Meeting and any adjournments thereof.
You are requested to fill in and sign the enclosed form of proxy which is
solicited by the Board of Directors and to mail it promptly in the enclosed
envelope. The proxy will not be used if you attend and vote at the Meeting in
person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Jeffrey N. Male
JEFFREY N. MALE
SECRETARY
Solon, Ohio
September 20, 2002
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
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PROXY STATEMENT
OF
PVF CAPITAL CORP.
30000 AURORA ROAD
SOLON, OHIO 44139
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 21, 2002
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GENERAL
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This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of PVF Capital Corp. (the "Company") to be
used at the Annual Meeting of Stockholders of the Company (the "Meeting") which
will be held at the Company's Corporate Center, 30000 Aurora Road, Solon, Ohio
on Monday, October 21, 2002 at 10:00 a.m., local time. The accompanying notice
of meeting and this Proxy Statement are being first mailed to stockholders on or
about September 20, 2002.
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VOTING AND REVOCABILITY OF PROXIES
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Proxies solicited by the Board of Directors of the Company will be voted in
accordance with the directions given therein. WHERE NO INSTRUCTIONS ARE GIVEN,
PROPERLY EXECUTED PROXIES WHICH HAVE NOT BEEN REVOKED WILL BE VOTED FOR THE
NOMINEES FOR DIRECTOR SET FORTH BELOW AND IN FAVOR OF THE OTHER PROPOSAL SET
FORTH IN THIS PROXY STATEMENT FOR CONSIDERATION AT THE MEETING. The proxy
confers discretionary authority on the persons named therein to vote with
respect to the election of any person as a director where the nominee is unable
to serve or for good cause will not serve, and with respect to matters incident
to the conduct of the Meeting. If any other business is presented at the
Meeting, proxies will be voted by those named therein in accordance with the
determination of a majority of the Board of Directors. Proxies marked as
abstentions will not be counted as votes cast. In addition, shares held in
street name which have been designated by brokers on proxy cards as not voted
("broker no votes") will not be counted as votes cast. Proxies marked as
abstentions or as broker no votes, however, will be treated as shares present
for purposes of determining whether a quorum is present.
Stockholders who execute the form of proxy enclosed herewith retain the
right to revoke such proxies at any time prior to exercise. Unless so revoked,
the shares represented by properly executed proxies will be voted at the Meeting
and all adjournments thereof. Proxies may be revoked at any time prior to
exercise by written notice to the Secretary of the Company at the address above
or by filing of a properly executed, later dated proxy. A proxy will not be
voted if a stockholder attends the Meeting and votes in person. The presence of
a stockholder at the Meeting in itself will not revoke such stockholder's proxy.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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The securities which can be voted at the Meeting consist of shares of the
Company's common stock, $.01 par value per share (the "Common Stock").
Stockholders of record as of the close of business on September 10, 2002 (the
"Record Date") are entitled to one vote for each share of Common Stock then held
on all matters. As of the Record Date, 5,258,313 shares of the Common Stock were
issued and outstanding. The presence, in person or by proxy, of at least a
majority of the total number of shares of Common Stock outstanding and entitled
to vote will be necessary to constitute a quorum at the Meeting.
Persons and groups beneficially owning in excess of 5% of the Common Stock
are required to file certain reports with respect to such ownership pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
following table sets forth, as of the Record Date, certain information as to the
Common Stock beneficially owned by the only person known to the Company to
beneficially own more than 5% of the Common
Stock, by each of the Company's directors, by the non-director executive officer
of the Company named in the Summary Compensation Table set forth under the
caption "Proposal I -- Election of Directors -- Executive Compensation --
Summary Compensation Table," and by all executive officers and directors of the
Company as a group.
AMOUNT AND PERCENT OF SHARES
NAME OF DIRECTORS NATURE OF OF COMMON STOCK
AND EXECUTIVE OFFICERS: BENEFICIAL OWNERSHIP (1) OUTSTANDING
- ---------------------- ------------------------ -----------------
PERSON OWNING GREATER THAN 5%:
- ----------------------------
John R. Male 275,270 5.21%
30000 Aurora Road
Solon, Ohio 44139
DIRECTORS:
- ---------
Robert K. Healey 139,983 2.66
Gerald A. Fallon -- --
Raymond J. Negrelli -- --
Stuart D. Neidus 37,198 .71
Stanley T. Jaros 15,788 .30
C. Keith Swaney 183,790 3.48
EXECUTIVE OFFICER:
- -----------------
Jeffrey N. Male 223,618 4.24
All Executive Officers and Directors
as a Group (8 persons) 875,647 16.35
<FN>
_____________
(1) In accordance with Rule 13d-3 under the Exchange Act, a person is deemed to
be the beneficial owner, for purposes of this table, of any shares of
Common Stock if he has or shares voting or investment power with respect to
such Common Stock or has a right to acquire beneficial ownership at any
time within 60 days from the Record Date. 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. The amounts shown
include 24,740, 6,424, 0, 0, 9,751, 9,751, 29,900, 16,490 and 97,056 shares
that Directors John R. Male, Robert K. Healey, Gerald A. Fallon, Raymond J.
Negrelli, Stuart D. Neidus, Stanley T. Jaros and C. Keith Swaney, Mr.
Jeffrey N. Male, and all executive officers and directors as a group,
respectively, have the right to acquire pursuant to options exercisable
within 60 days of the Record Date. The amounts shown do not include 21,963
and 21,963 shares in which John R. Male and Jeffrey N. Male, respectively,
have a pecuniary interest through their ownership of limited partnership
interests in a family limited partnership; such individuals do not have or
share voting or dispositive power over such shares.
</FN>
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PROPOSAL I -- ELECTION OF DIRECTORS
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The Company's Board of Directors is composed of seven members. The
Company's Articles of Incorporation require that, if the Board of Directors
consists of seven or eight members, directors be divided into two classes, as
nearly equal in number as possible, each class to serve for a two-year period
and until their successors are elected and qualified, with approximately
one-half of the directors elected each year. The Board of Directors has
nominated Robert K. Healey, Stuart D. Neidus, C. Keith Swaney and Gerald A.
Fallon, all of whom are currently members of the Board, to serve as directors
for a two-year period and until their successors are elected and qualified.
Under Ohio law, directors are elected by a plurality of the votes cast at the
Meeting, i.e., the
2
nominees receiving the highest number of votes will be elected regardless of
whether such votes constitute a majority of the shares represented at the
Meeting.
It is intended that the persons named in the proxies solicited by the Board
of Directors will vote for the election of the named nominees. If any nominee is
unable to serve, the shares represented by all valid proxies which have not been
revoked will be voted for the election of such substitute as the Board of
Directors may recommend or the size of the Board may be reduced to eliminate the
vacancy. At this time, the Board knows of no reason why any nominee might be
unavailable to serve.
The following table sets forth the names of the Board's nominees for
election as directors of the Company and of those directors who will continue to
serve as such after the Meeting. Also set forth is certain other information
with respect to each person's age, the year he first became a director of the
Company or the Bank, and the expiration of his term as a director. Messrs.
Robert K. Healey and John R. Male were initially appointed as directors of the
Company in 1994 in connection with the Company's incorporation. All other
directors were appointed directors of the Company and the Bank in the years
indicated on the following table. There are no arrangements or understandings
between the Company and any director pursuant to which such person has been
elected a director of the Company, and no director is related to any other
director or executive officer by blood, marriage or adoption, except that John
R. Male, the Chairman of the Board and Chief Executive Officer of the Company
and the Bank, is the brother of Jeffrey N. Male, the Vice President and
Secretary of the Company and the Executive Vice President in charge of
residential lending operations of the Bank.
AGE YEAR FIRST ELECTED CURRENT
AS OF THE AS DIRECTOR OF THE TERM
NAME RECORD DATE COMPANY OR THE BANK TO EXPIRE
- ---- ----------- ------------------- ---------
BOARD NOMINEES FOR TERMS TO EXPIRE AT THE 2004 ANNUAL MEETING
Robert K. Healey 77 1973 2002
Stuart D. Neidus 51 1996 2002
C. Keith Swaney 59 2000 2002
Gerald A. Fallon 53 2002 2002
DIRECTORS CONTINUING IN OFFICE
John R. Male 54 1981 2003
Stanley T. Jaros 57 1997 2003
Raymond J. Negrelli 50 2002 2003
Presented below is certain information concerning the directors of the
Company. Unless otherwise stated, all directors have held the positions
indicated for at least the past five years.
ROBERT K. HEALEY. Mr. Healey currently is retired. He had been employed
from 1961 to 1987 by Leaseway Transportation Corp. and most recently served as
Executive Vice President -- Managed Controlled Transportation. He formerly
served on the Boards of Trustees of St. Vincent Charity Hospital, New Direction,
Western Reserve Historical Society, the Woodruff Foundation and Glen Oak School.
STUART D. NEIDUS. Mr. Neidus currently holds the position of Chairman and
Chief Executive Officer of Anthony & Sylvan Pools Corporation, a publicly traded
company that operates in the leisure industry and is one of the nation's largest
in-ground residential concrete swimming pool installers. Prior to this position,
he served as Executive Vice President and Chief Financial Officer of Essef
Corporation from September 1996 until Anthony &
3
Sylvan's split-off from Essef in August 1999. At Premier Industrial Corporation
he held various positions from 1992 until 1996, most recently as Executive Vice
President until the company was acquired by Farnell Electronics plc. Prior to
that, Mr. Neidus served as an audit partner with the international accounting
firm of KPMG LLP from 1984 until 1992.
C. KEITH SWANEY. Mr. Swaney joined the Bank in 1962 and was named Executive
Vice President and Chief Financial Officer in 1986. He was named Vice President
and Treasurer of the Company upon its organization in 1994. Mr. Swaney was named
President and Chief Operating Officer of the Company and the Bank in October
2000. He continues to serve as Treasurer of the Company and as Chief Financial
Officer of the Bank. He is responsible for all internal operations of the
Company and the Bank. Over the years, he has participated in various charitable
organizations and recently was re-elected to the Hiram House Board of Trustees.
Hiram House, for over 105 years, has served thousands of northeast Ohio children
through a variety of summer camps and outdoor education. Mr. Swaney attended
Youngstown State University and California University in Pennsylvania.
GERALD A. FALLON. Mr. Fallon was Executive Vice President and Manager of
Capital Markets for KeyBank, NA, Cleveland, Ohio, from December 1994 through
March 2001, and Senior Managing Director of Capital Markets for McDonald
Investment Inc, Cleveland, Ohio, from November 1998 through March 2001. He
currently serves as a director of Digital Lightwave, Inc., a corporation with a
class of securities registered under Section 12 of the Securities Exchange Act
of 1934, and as an advisory director of Winfield Associates -- Burning River
Hedge Fund. He serves as a director of the Bratenahl Land Conservancy and as a
director of the Bratenahl Village Audit Committee.
JOHN R. MALE. Mr. Male has been with the Bank since 1971, where he has held
various positions including branch manager, mortgage loan officer, manager of
construction lending, savings department administrator and chief lending
officer. Mr. Male was named President and Chief Executive Officer of the Bank in
1986 and was named President of the Company upon its organization in 1994. Mr.
Male was named Chairman of the Board of Directors and Chief Executive Officer of
the Company and the Bank in October 2000. Mr. Male serves in various public
service and charitable organizations. He currently serves on the Board of
Trustees for Heather Hill, a long-term care hospital in Chardon, Ohio. He has an
undergraduate degree from Tufts University and an MBA from Case Western Reserve
University.
STANLEY T. JAROS. Mr. Jaros is a partner in the law firm of Moriarty &
Jaros, P.L.L. He has served as a trustee of a number of Cleveland area nonprofit
organizations, and was a member of the Cleveland Landmarks Commission. Mr. Jaros
is a graduate of Brown University and Case Western Reserve Law School, and
received an MBA from the University of Pennsylvania.
RAYMOND J. NEGRELLI. Mr. Negrelli is an investor in and developer of real
estate, primarily retail and office properties, in northeast Ohio. He is the
President of Raymond J. Negrelli, Inc., a General Partner in Bay Properties Co.
and a General Partner of Landerbrook Co., all of which are based in Euclid,
Ohio. He is a member of the Community Leadership Council of Hillcrest Hospital,
Mayfield Heights, Ohio and a member of the Executive Committee of the Cuyahoga
County Republican Organization.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Boards of Directors of the Company and the Bank conduct their business
through meetings of the respective Boards and their committees. During the year
ended June 30, 2002, the Company's Board of Directors held nine meetings and the
Bank's Board of Directors held 15 meetings. No current director attended fewer
than 75% of the total aggregate meetings of the Board of Directors and
committees on which such Board member served during the year ended June 30,
2002.
The Board of Directors has an Audit Committee comprising directors Stuart
D. Neidus, Robert K. Healey and Stanley T. Jaros. All members of the Audit
Committee are deemed to be independent within the meaning of Rule 4200(a)(15) of
the National Association of Securities Dealers' listing standards. The committee
met periodically to examine and approve the audit report prepared by the
independent auditors of the Company and its subsidiaries, to review and
recommend the independent auditors to be engaged by the Company, to review the
4
internal audit function and internal accounting controls and to review and
approve the conflict of interest policy. The Audit Committee has adopted a
written charter. During the year ended June 30, 2002, the Audit Committee met
five times.
In accordance with the Company's Bylaws, the entire Board of Directors acts
as the Company's Nominating Committee. The Nominating Committee meets to
consider potential nominees. In its deliberations, the Nominating Committee
considers the candidate's knowledge of the banking business and involvement in
community, business and civic affairs, and also considers whether the candidate
would allow the Board to continue its geographic diversity that provides for
adequate representation of its market area. The Board of Directors of the
Company met two times as the Nominating Committee during the year ended June 30,
2002. The Company's Articles of Incorporation set forth procedures that must be
followed by stockholders seeking to make nominations for directors. In order for
a stockholder of the Company to make any nominations, he or she must give
written notice thereof to the Secretary of the Company not less than thirty days
nor more than sixty days prior to the date of any such meeting; provided,
however, that if less than forty days' notice of the meeting is given to
stockholders, such written notice shall be delivered or mailed, as prescribed,
to the Secretary of the Company not later than the close of business on the
tenth day following the day on which notice of the meeting was mailed to
stockholders. Each such notice given by a stockholder with respect to
nominations for the election of directors must set forth (i) the name, age,
business address and, if known, residence address of each nominee proposed in
such notice; (ii) the principal occupation or employment of each such nominee;
and (iii) the number of shares of stock of the Company which are beneficially
owned by each such nominee. In addition, the stockholder making such nomination
must promptly provide any other information reasonably requested by the Company.
The Compensation Committee consists of directors Stanley T. Jaros, Stuart
D. Neidus and Robert K. Healey. The Committee evaluates the compensation and
fringe benefits of the directors, officers and employees, recommends changes and
monitors and evaluates employee morale. The Compensation Committee met one time
during the year ended June 30, 2002.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Overview and Philosophy. The Company's executive compensation policies are
established by the Compensation Committee of the Board of Directors (the
"Committee") composed of three outside directors. The Committee is responsible
for developing the Company's executive compensation policies. The Company's
President, under the direction of the Committee, implements the Company's
executive compensation policies. The Committee's objectives in designing and
administering the specific elements of the Company's executive compensation
program are as follows:
o To link executive compensation rewards to increases in shareholder
value, as measured by favorable long-term operating results and
continued strengthening of the Company's financial condition.
o To provide incentives for executive officers to work towards achieving
successful annual results as a step in achieving the Company's
long-term operating results and strategic objectives.
o To correlate, as closely as possible, executive officers' receipt of
compensation with the attainment of specified performance objectives.
o To maintain a competitive mix of total executive compensation, with
particular emphasis on awards related to increases in long-term
shareholder value.
o To attract and retain top performing executive officers for the
long-term success of the Company.
o To facilitate stock ownership through the granting of stock options.
5
In furtherance of these objectives, the Committee has determined that there
should be three specific components of executive compensation: base salary, a
cash bonus plan and a stock option plan designed to provide long-term incentives
through the facilitation of stock ownership in the Company.
Base Salary. The Committee makes recommendations to the Board concerning
executive compensation on the basis of surveys of salaries paid to executive
officers of other savings bank holding companies, non-diversified banks and
other financial institutions similar in size, market capitalization and other
characteristics. The Committee's objective is to provide for base salaries that
are competitive with those paid by the Company's peers.
Management Incentive Compensation Plan. The Company maintains a
formula-based bonus plan (the "Management Incentive Compensation Plan"), which
provides for annual cash incentive compensation based on achievement of a
combination of individual and Company and Bank performance objectives. Under the
Management Incentive Compensation Plan, at the beginning of the year, the
Committee establishes target returns on equity ("ROE") and return on assets
("ROA") for the Bank and a targeted appreciation in the market price for the
Common Stock. The bonuses that would be paid to each employee are determined
following the end of the year based on actual ROE and ROA and the Common Stock
market price appreciation achieved for the year. The Company's three most senior
executive officers can receive a maximum bonus equal to 150% of base salary. The
Company's other executive officers can receive a maximum bonus equal to 40% of
base salary. The actual bonus awarded is determined based on a rating given to
each employee reflecting the employee's success in achieving specific individual
performance goals established at the beginning of the year.
Stock Options. The Committee believes that stock options are an important
element of compensation because they provide executives with incentives linked
to the performance of the Common Stock. The Company awards stock options as a
means of providing employees the opportunity to acquire a proprietary interest
in the Company and to link their interests with those of the Company's
stockholders. Options are granted with an exercise price equal to the market
value of the Common Stock on the date of grant, and thus acquire value only if
the Company's stock price increases. Although there is no specific formula, in
determining the level of option awards, the Committee takes into consideration
the same Company, Bank and stock price performance criteria considered under the
Management Incentive Compensation Plan, as well as individual performance.
In addition to the three primary components of executive compensation
described above, the Committee believed it fair and appropriate to provide for a
reasonable level of financial security for its long-standing senior executive
officer team consisting of John R. Male, Chairman of the Board and Chief
Executive Officer of the Company and the Bank, C. Keith Swaney, President, Chief
Operating Officer and Treasurer of the Company and President, Chief Operating
Officer and Chief Financial Officer of the Bank, and Jeffrey N. Male, the Vice
President and Secretary of the Company and the Executive Vice President of the
Bank. In consultation with an outside consultant, the Compensation Committee
determined to implement a supplemental executive retirement plan, the only
current participants in which are John R. Male, C. Keith Swaney and Jeffrey N.
Male, and to enter into severance agreements with each of those three executive
officers. A description of the supplemental executive retirement plan and the
severance agreements is set forth below under "-- Executive Compensation --
Severance Agreements" and "-- Supplemental Executive Retirement Plan." The
severance agreements are intended to provide the three executive officers with a
reasonable level of financial security in the event of a change in control of
the Company or the Bank, and the supplemental executive retirement plan is
intended to provide the three executive officers with retirement income that
increases with each year of service to the Bank with full vesting occurring upon
the attainment of age 65.
Compensation of the Chief Executive Officer. The Committee determines the
Chief Executive Officer's compensation on the basis of several factors. In
determining Mr. John R. Male's base salary, the Committee conducted surveys of
compensation paid to chief executive officers of similarly situated savings
banks and non-diversified banks and other financial institutions of similar
size. The Committee believes that Mr. Male's base salary is generally
competitive with or below the average salary paid to executives of similar rank
and expertise at banking institutions which the Committee considered to be
comparable.
6
Mr. Male received bonus compensation under the Management Incentive
Compensation Plan in fiscal year 2002 based on the Bank's ROE and ROA and
increases in the market price of the Common Stock and Mr. Male's achievement of
individual performance goals based on the formula set forth above.
The Committee believes that the Company's executive compensation program
serves the Company and its shareholders by providing a direct link between the
interests of executive officers and those of shareholders generally and by
helping to attract and retain qualified executive officers who are dedicated to
the long-term success of the Company.
Members of the Compensation Committee
Robert K. Healey
Stanley T. Jaros
Stuart D. Neidus
COMPARATIVE STOCK PERFORMANCE GRAPH
The graph and table which follow show the cumulative total return on the
Common Stock during the period from June 30, 1997 through June 30, 2002 with (1)
the total cumulative return of all companies whose equity securities are traded
on the Nasdaq market and (2) the total cumulative return of banking companies
traded on the Nasdaq market. The comparison assumes $100 was invested on June
30, 1997 in the Common Stock and in each of the foregoing indices and assumes
reinvestment of dividends. The stockholder returns shown on the performance
graph are not necessarily indicative of the future performance of the Common
Stock or of any particular index.
CUMULATIVE TOTAL STOCKHOLDER RETURN
COMPARED WITH PERFORMANCE OF SELECTED INDEXES
June 30, 1997 through June 30, 2002
[Line graph appears here depicting the cumulative total stockholder return
of $100 invested in the Common Stock as compared to $100 invested in all
companies whose equity securities are traded on the Nasdaq market and banking
companies whose equity securities are traded on the Nasdaq market. Line graph
begins at June 30, 1997 and plots the cumulative total stockholder return at
June 30, 1997, 1998, 1999, 2000, 2001 and 2002. Plot points are provided below.]
06/30/97 06/30/98 06/30/99 06/30/00 06/30/01 6/30/02
-------- -------- -------- -------- -------- -------
COMPANY $100.00 $148.80 $128.66 $100.58 $118.95 $148.96
NASDAQ 100.00 131.42 189.11 279.59 151.56 103.34
NASDAQ BANKS 100.00 139.11 137.41 112.66 156.29 175.16
7
EXECUTIVE COMPENSATION
Summary Compensation Table. The following table sets forth the cash and
noncash compensation for fiscal 2002 awarded to or earned by the Company's Chief
Executive Officer and other executive officers whose total salary and bonus for
fiscal 2002 exceeded $100,000. No other executive officer of the Company or the
Bank earned salary and bonus in fiscal 2002 exceeding $100,000 for services
rendered in all capacities to the Company and its subsidiaries.
LONG-TERM COMPENSATION
----------------------
AWARDS PAYOUTS
ANNUAL COMPENSATION ---------------------- -------
----------------------------------- RESTRICTED SECURITIES ALL
NAME AND FISCAL OTHER ANNUAL STOCK UNDERLYING LTIP OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION (1) AWARD(S) OPTIONS (2) AYOUTS COMPENSATION
- ------------------ ---- ------ ----- ---------------- -------- ----------- ------ ------------
John R. Male 2002 $213,000 $137,981 $ -- -- 4,620 $ -- $112,248 (3)
Chairman of the Board 2001 179,538 98,338 -- -- 5,082 -- 108,197
Chief Executive Officer of 2000 157,594 79,335 -- -- 5,590 -- 88,130
the Company and the Bank
C. Keith Swaney 2002 $164,112 $87,696 $ -- -- 3,960 $ -- $162,964 (3)
President and Chief Operating 2001 148,772 71,022 -- -- 4,356 -- 143,208
Officer of the Company and 2000 136,581 57,297 -- -- 4,792 -- 126,730
the Bank, Treasurer of the
Company and Chief Financial
Officer of the Bank
Jeffrey N. Male 2002 $131,253 $70,831 $ -- -- 3,080 $ -- $ 51,491 (3)
Vice President and Secretary 2001 120,161 57,365 -- -- 3,388 -- 48,508
of the Company and Executive 2000 110,316 46,279 -- -- 3,727 -- 47,028
Vice President of the Bank
<FN>
_______________
(1) Executive officers of the Company receive indirect compensation in the form
of certain perquisites and other personal benefits. The amount of such
benefits received by each named executive officer in fiscal 2002 did not
exceed 10% of the executive officer's salary and bonus.
(2) Adjusted for 10% stock dividends on the Company's Common Stock paid on
September 1, 2000, August 31, 2001 and August 30, 2002.
(3) Consists of $25,200 and $25,200 in directors' fees paid to John R. Male and
C. Keith Swaney, respectively, $3,320 $4,274 and $3,339 of premiums on
disability insurance policies paid for the benefit of John R. Male, C.
Keith Swaney and Jeffrey N. Male, respectively, $6,900, $11,340 and $5,470
of premiums on life insurance policies paid for the benefit of John R.
Male, C. Keith Swaney and Jeffrey N. Male, respectively, $3,510, $2,649 and
$2,112 of matching contributions paid by the Company pursuant to the
Company's 401(k) plan for the benefit of John R. Male, C. Keith Swaney and
Jeffrey N. Male, respectively, $69,378, $116,376 and $38,046 accrued for
the benefit of John R. Male, C. Keith Swaney and Jeffrey N. Male,
respectively, pursuant to the Bank's Supplemental Executive Retirement
Plan, and $3,940, $3,125 and $2,524 in payments made to John R. Male, C.
Keith Swaney and Jeffrey N. Male, respectively, pursuant to a plan under
which all employees receive annual compensation equal to one week's salary
for each year of service above 20 years of service.
</FN>
8
Option Grants in Last Fiscal Year. The following table contains information
concerning the grant of stock options during the year ended June 30, 2002 to the
executive officers named in the Summary Compensation Table set forth above.
POTENTIAL REALIZABLE
NUMBER OF PERCENT OF TOTAL VALUE AT ASSUMED
SECURITIES OPTIONS GRANTED ANNUAL RATES OF STOCK
UNDERLYING TO EMPLOYEES EXERCISE EXPIRATION PRICE APPRECIATION
NAME OPTIONS GRANTED (1) IN FISCAL YEAR PRICE(1) DATE FOR OPTION TERM (2)
- ---- ------------------- -------------- -------- ---------- ----------------------
10% 5%
------- -------
John R. Male 4,620 7.0% $10.35 11/01/06 $13,213 $29,198
C. Keith Swaney 3,960 6.0 9.41 11/01/11 23,443 59,400
Jeffrey N. Male 3,080 4.7 10.35 11/01/06 8,809 19,466
<FN>
_______________
(1) Amounts are adjusted to reflect the 10% stock dividend paid on the Common
Stock on August 30, 2002. All options become exercisable at the rate of 20%
per year, with the first 20% having become exercisable on November 1, 2000,
the date of grant, and an additional 20% becoming exercisable on each
anniversary thereafter.
(2) Represents the difference between the aggregate exercise price of the
options and the aggregate value of the underlying Common Stock at the
expiration date of the Options assuming the indicated annual rate of
appreciation in the value of the Common Stock as of the date of grant,
November 1, 2001, based on the closing sale price of the Common Stock as
quoted on the Nasdaq SmallCap Market adjusted for the 10% dividend paid on
the Common Stock on August 30, 2002.
</FN>
During the past ten full fiscal years, the Company has not adjusted or
amended the exercise price of stock options previously awarded to a named
executive officer, whether through amendment, cancellation or replacement
grants, except as necessary to adjust the exercise price upon the Company's
payment of stock dividends so as not to change the economic benefit of
previously granted options.
Option Exercises in Last Fiscal Year and Year-End Option Values. The
following table sets forth information concerning option exercises during fiscal
year 2002 and the value of options held at the end of fiscal year 2002 by the
Company's Chief Executive Officer and other officers named in the Summary
Compensation Table set forth above.
NUMBER OF VALUE OF
SECURITIES UNDERLYING UNEXERCISED
NUMBER OF UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
SHARES AT FISCAL YEAR-END (3) AT FISCAL YEAR-END (4)
ACQUIRED ON VALUE ------------------------- -------------------------
NAME EXERCISE(1) REALIZED (2) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- ----------- ------------ ------------------------- -------------------------
John R. Male 8,385 $ 49,388 20,449 / 10,215 $28,370 / $12,634
C. Keith Swaney 83,703 786,808 26,225 / 8,753 80,206 / 18,518
Jeffrey N. Male 5,590 32,925 13,630 / 6,811 18,910 / 8,423
<FN>
______________
(1) Not adjusted for the subsequent 10% stock dividend paid on August 30, 2002.
(2) Calculated based on the product of: (a) the number of shares acquired on
exercise and (b) the difference between the fair market value of the
underlying Common Stock on the exercise date, determined based on the last
closing bid price prior to the exercise date, and the exercise price of the
options.
(3) Adjusted for a 10% stock dividend paid on the Bank's common stock on
February 18, 1994, a three-for-two exchange of the Bank's common stock for
the Company's Common Stock on October 31, 1994 in connection with the
reorganization of the Bank into the holding company form of organization, a
10% stock dividend paid on the Common Stock on August 18, 1995, a 50% stock
dividend paid on the Common Stock on August 16, 1996, a 10% stock dividend
paid on the Common Stock on September 1, 1997, a 50% stock dividend paid on
the Common Stock on August 17, 1998, a 10% stock dividend paid on the
Common Stock on September 7, 1999, a 10% stock dividend paid on the
Company's Common Stock on September 1, 2000, a 10% stock dividend paid on
the Common Stock on August 31, 2001 and a 10% stock dividend paid on the
Common Stock on August 30, 2002.
(4) Calculated based on the product of: (a) the number of shares subject to
options and (b) the difference between the fair market value of underlying
Common Stock at June 30, 2002, determined based on $11.99, the last closing
bid price prior to June 30, 2002 of the Common Stock on the Nasdaq System
Small Cap Market, adjusted to $10.90 to reflect the effect of the 10% stock
dividend paid on the Common Stock on August 30, 2002, and the exercise
price of the options.
</FN>
9
Severance Agreements. The Company and the Bank have entered into severance
agreements (the "Severance Agreements") with John R. Male, C. Keith Swaney and
Jeffrey N. Male (each of whom is referred to as an "Executive"). The Severance
Agreements are for terms of three years. On each anniversary date from the date
of commencement of the Severance Agreements, the term of the Agreements will be
extended for an additional one-year period beyond the then effective expiration
date upon a determination by the Board of Directors that the performance of each
Employee has met the required performance standards.
The Severance Agreements provide that in the event of an Executive's
involuntary termination of employment, or voluntary termination for "good
reason," within one year following a "change in control" of the Bank or the
Company other than for "cause," the Executive will receive the following
benefits: (i) a payment equal to two times the Executive's annual compensation
(base salary plus annual incentive compensation) for the year preceding the year
in which termination occurred, payable in a lump sum within 30 days following
termination; (ii) the Bank or the Company shall cause the Executive to become
fully vested in any benefit plans, programs or arrangements in which the
Executive participated, and the Bank will contribute to the Executive's 401(k)
plan account the Bank's matching and/or profit sharing which would have been
paid had the Executive remained in the employ of the Bank throughout the
remainder of the 401(k) plan year; and (iii) the Executive will receive
continued life, health and disability insurance coverage substantially identical
to the coverage maintained by the Bank or the Company for the Executive prior to
termination until the earlier of the Executive's employment with another
employer or 12 months following termination. "Change in control" is defined
generally in the Severance Agreements as (i) the acquisition, by any person or
persons acting in concert of the power to vote more than 25% of the Company's
voting securities or the acquisition by a person of the power to direct the
Company's management or policies, (ii) the merger of the Company with another
corporation on a basis whereby less than 50% of the total voting power of the
surviving corporation is represented by shares held by former shareholders of
the Company prior to the merger, or (iii) the sale by the Company of the Bank or
substantially all its assets to another person or entity. In addition, a change
in control occurs when, during any consecutive two-year period, directors of the
Company or the Bank at the beginning of such period cease to constitute a
majority of the Board of Directors of the Company or the Bank, unless the
election of replacement directors was approved by a two-thirds vote of the
initial directors then in office. "Good reason" is defined in the Severance
Agreements as any of the following events: (i) a change in the Executive's
status, title, position or responsibilities which, in the Executive's reasonable
judgment, does not represent a promotion, the assignment to the executive of any
duties or responsibilities which, in the Executive's reasonable judgment, are
inconsistent with his status, title, position or responsibilities, or the
removal of the Executive from or failure to reappoint him to any of such
positions other than for cause; (ii) materially reducing the Executive's base
compensation as then in effect; (iii) the relocation of the Executive's
principal place of employment to a location that is more than 35 miles from the
location where the Executive previously was principally employed; (iv) the
failure to provide the Executive with benefits substantially similar to those
provided to him under existing employee benefit plans, or materially reducing
any benefits or depriving the Executive of any material fringe benefit; (v)
death; or (vi) disability prior to retirement. In the event that an Executive
prevails over the Company or the Bank in a legal dispute as to the Severance
Agreement, he will be reimbursed for his legal and other expenses.
Supplemental Executive Retirement Plan. Effective July 1, 1998, the Bank
adopted a Supplemental Executive Retirement Plan (the "SERP"), which is designed
to pay retirement benefits from the general assets of the Bank to eligible
employees of the Bank. Eligibility to participate in the SERP is limited to
employees of the Bank who are designated by the Compensation Committee of the
Bank's Board of Directors. Currently, the employees designated to participate in
the SERP are John R. Male, C. Keith Swaney and Jeffrey N. Male (the
"Participants").
Under the SERP, commencing upon a Participant's retirement after reaching
age 65, or earlier if approved by the Compensation Committee, he will receive a
benefit equal to 60% of "final pay" reduced by any benefits payable under the
Bank's qualified retirement plans. "Final pay" is defined as the Participant's
highest year's combined salary and target bonus (under the Management Incentive
Compensation Plan) during the Participant's last five years of employment with
the Bank. The Participant will vest in the SERP plan benefits each year, on a
pro rata basis, beginning with the one year anniversary date of the effective
date that the Participant becomes eligible to participate in the SERP and
continuing with each succeeding annual anniversary date until attainment of age
65.
10
Upon attainment of age 65 and provided that he has remained continuously in the
employ of the Bank, the Participant will be fully vested. A Participant becomes
fully vested prior to age 65 upon death or disability or upon a "change in
control," as defined above under "-- Severance Agreements." Payments under the
SERP continue for the lifetime of the Participant or for the joint lives of the
Participant and his spouse if actuarially converted to the "actuarial
equivalent" joint and survivor annuity. In addition, benefits are paid in the
form of a single life annuity or, upon the request of the Participant and
approval of the Compensation Committee, converted to the "actuarial equivalent"
single lump sum distribution. "Actuarial equivalent" is defined as a payment or
payments equal in the aggregate to the value at the applicable date of the
benefit determined actuarially on the basis of the current Pension Benefit
Guarantee Corporation ("PBGC") interest rate and the mortality table then in use
by the PBGC. The Participant loses all benefits under the SERP in the event his
employment with the Bank is terminated for cause.
DIRECTORS' COMPENSATION
The Bank pays each member of the Board of Directors an annual retainer of
$25,200. In addition, directors may receive a fee of $2,500 per day for
attendance at day-long special Board events such as Board retreats. No
additional fees are paid by the Company for attendance at Board of Directors
meetings.
In addition, nonemployee directors are eligible to participate in the PVF
Capital Corp. 2000 Stock Option Plan (the "Option Plan"), and the Board of
Directors has adopted a schedule for option grants such that shortly following
each annual meeting of stockholders, each nonemployee director who served as
such at the closing of the annual meeting will be granted nonqualified options
to acquire 1,000 shares of Common Stock. The options will have a term of 10
years, be exercisable immediately upon grant and have an exercise price equal to
the fair market value of the Common Stock on the date of grant. Pursuant to this
schedule, options to acquire 1,000 shares of Common Stock were granted on
November 1, 2001 to nonemployee Directors Jaros, Neidus and Healey.
INDEBTEDNESS OF MANAGEMENT
Under applicable law, the Bank's loans to directors and executive officers
must be made on substantially the same terms, including interest rates, as those
prevailing for comparable transactions with non-affiliated persons, and must not
involve more than the normal risk of repayment or present other unfavorable
features. Furthermore, loans above the greater of $25,000 or 5% of the Bank's
capital and surplus (i.e, up to $2.86 million at June 30, 2002) to such persons
must be approved in advance by a disinterested majority of the Bank's Board of
Directors.
The Bank has a policy of offering loans to officers and directors and
employees in the ordinary course of business, on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons. These loans do not involve more than
the normal risk of collectibility or present other unfavorable features.
CERTAIN BUSINESS RELATIONSHIPS
Mr. Stanley T. Jaros, a director of the Company, is a partner with the law
firm of Moriarty & Jaros, P.L.L., which performed services for the Company and
the Bank during the fiscal year ended June 30, 2002 and proposes to perform
services during the fiscal year ending June 30, 2002. Fees paid by the Company
and the Bank to Moriarty & Jaros, P.L.L. during the fiscal year ended June 30,
2002 totaled approximately $52,152.
Mr. Raymond J. Negrelli, a director of the Company, is a 50% owner of Bay
Properties Co., an Ohio general partnership. Bay Properties Co. is a 50% owner
and general partner of Park View Plaza, Ltd ("PVP"), an Ohio limited partnership
formed to develop and operate a 10,000 square foot retail plaza located in
Cleveland, Ohio. Park View Federal Service Corp., a wholly owned subsidiary of
the Company, is a 25% owner and limited partner of PVP. The Bank maintains a
branch office in the retail plaza owned and operated by PVP, and during the year
ended June 30, 2002, the Bank paid a total of $37,772 in rent and operating cost
reimbursements to PVP. For the year ending June 30, 2003, the Company estimates
that it will pay a total of $56,726 in rent and operating cost reimbursements to
PVP.
11
- --------------------------------------------------------------------------------
AUDIT COMMITTEE REPORT
- --------------------------------------------------------------------------------
The Audit Committee has reviewed and discussed the audited financial
statements of the Company with management and has discussed with Crowe, Chizek
and Company LLP ("Crowe, Chizek"), the Company's independent auditors, the
matters required to be discussed under Statements on Auditing Standards No. 61
("SAS 61"). In addition, the Audit Committee has received from Crowe, Chizek the
written disclosures and the letter required to be delivered by Crowe, Chizek
under Independence Standards Board Standard No. 1 ("ISB Standard No. 1") and has
met with representatives of Crowe, Chizek to discuss the independence of the
auditing firm.
The Audit Committee has reviewed the non-audit services currently provided
by the Company's independent auditor and has considered whether the provision of
such services is compatible with maintaining the independence of the Company's
independent auditors.
Based on the Audit Committee's review of the financial statements, its
discussion with Crowe, Chizek regarding SAS 61, and the written materials
provided by Crowe Chizek under ISB Standard No. 1 and the related discussion
with Crowe, Chizek of their independence, the Audit Committee has recommended to
the Board of Directors that the audited financial statements of the Company be
included in its Annual Report on Form 10-K for the year ended June 30, 2002 for
filing with the Securities and Exchange Commission.
THE AUDIT COMMITTEE
Stuart D. Neidus
Robert K. Healey
Stanley T. Jaros
- --------------------------------------------------------------------------------
PROPOSAL II - RATIFICATION OF APPOINTMENT OF AUDITORS
- --------------------------------------------------------------------------------
The Board of Directors has renewed the Company's arrangements with Crowe,
Chizek and Company LLP, independent public accountants, to be its auditors for
the 2003 fiscal year, subject to ratification by the Company's stockholders. A
representative of Crowe, Chizek and Company LLP will be present at the Meeting
to respond to stockholders' questions and will have the opportunity to make a
statement if he or she so desires.
THE APPOINTMENT OF THE AUDITORS MUST BE APPROVED BY A MAJORITY OF THE VOTES
CAST BY THE STOCKHOLDERS OF THE COMPANY AT THE MEETING. THE BOARD OF DIRECTORS
RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE APPROVAL OF THE APPOINTMENT OF
AUDITORS.
On January 22, 2002, the Company's Board of Directors dismissed KPMG LLP as
its independent accountants. Such dismissal became effective on February 12,
2002, the date on which KPMG LLP completed its review of the Company's Quarterly
Report on Form 10-Q for the Quarter Ended December 31, 2001. The decision was
recommended by the Audit Committee of the Board of Directors and unanimously
approved by the Board. The firm of Crowe Chizek and Company, LLP, Cleveland,
Ohio, was engaged to perform an audit of the Company's financial statements for
the fiscal year ended June 30, 2002 and to provide other accounting services.
KPMG LLP served as the Company's independent accountants to audit the
Company's consolidated financial statements as of June 30, 2001 and for the
years ended June 30, 2001 and 2000. KPMG LLP's audit reports on the Company's
financial statements as of and for the years ended June 30, 2001 and 2000 did
not contain any adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting principles.
During the Company's fiscal years ended June 30, 2001 and 2000 and for the
subsequent interim period from July 1, 2001 through February 12, 2002, there
were no disagreements with KPMG LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of KPMG LLP, would have
caused them to make reference thereto in their audit report.
12
- --------------------------------------------------------------------------------
AUDIT AND OTHER FEES PAID TO INDEPENDENT ACCOUNTANT
- --------------------------------------------------------------------------------
AUDIT FEES
During the fiscal year ended June 30, 2002, the aggregate fees billed for
professional services rendered for the audit of the Company's annual financial
statements and the reviews of the financial statements included in the Company's
Quarterly Reports on Form 10-Q filed during the fiscal year ended June 30, 2002
were $62,000. Of such amount, $13,000 was billed by KPMG LLP ("KPMG") the
Company's previous accountants, for KPMG's review of the Company's Form 10-Q for
the quarters ended September 30, and December 31, 2001.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
The Company did not engage Crowe Chizek or KPMG to provide advice to the
Company regarding financial information systems design and implementation during
the fiscal year ended June 30, 2002.
ALL OTHER FEES
For the fiscal year ended June 30, 2002, the aggregate fees paid by the
Company to KPMG for all other services (other than audit services and financial
information systems design and implementation services) were $89,200. The
Company did not engage Crowe Chizek during the fiscal year ended June 30, 2002
to provide any services other than audit services as described under " - Audit
Fees" above.
- --------------------------------------------------------------------------------
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
- --------------------------------------------------------------------------------
Pursuant to regulations promulgated under the Exchange Act, the Company's
officers, directors and persons who own more than 10 percent of the outstanding
Common Stock ("Reporting Persons") are required to file reports detailing their
ownership and changes of ownership in such Common Stock (collectively,
"Reports"), and to furnish the Company with copies of all such Reports. Based
solely on its review of the copies of such Reports or written representations
that no such Reports were necessary that the Company received during the past
fiscal year or with respect to the last fiscal year, management believes that
during the fiscal year ended June 30, 2002, all of the Reporting Persons
complied with these reporting requirements, except that Director Gerald Fallon
failed to file one Form 3 on a timely basis, and Director Robert K. Healey
reported one transaction late on Form 4.
- --------------------------------------------------------------------------------
OTHER MATTERS
- --------------------------------------------------------------------------------
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement and
matters incident to the conduct of the Meeting. However, if any other matters
should properly come before the Meeting, it is intended that proxies in the
accompanying form will be voted in respect thereof in accordance with the
determination of a majority of the Board of Directors.
- --------------------------------------------------------------------------------
MISCELLANEOUS
- --------------------------------------------------------------------------------
The cost of soliciting proxies will be borne by the Company. The Company
will reimburse brokerage firms and other custodians, nominees and fiduciaries
for reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of Common Stock. In addition to solicitations by mail,
directors, officers and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional compensation. The
Company has retained Georgeson Shareholder, a proxy soliciting firm, to assist
in the solicitation of proxies, for which they will receive a fee of $850.
13
The Company's Annual Report to Stockholders, including financial
statements, is being mailed to all stockholders of record as of the close of
business on the Record Date. Any stockholder who has not received a copy of such
Annual Report may obtain a copy by writing to the Secretary of the Company. Such
Annual Report is not to be treated as a part of the proxy solicitation material
or as having been incorporated herein by reference.
- --------------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
- --------------------------------------------------------------------------------
Under the Company's First Amended and Restated Articles of Incorporation,
stockholder proposals must be submitted in writing to the Secretary of the
Company at the address stated later in this paragraph no less than thirty days
nor more than sixty days prior to the date of such meeting; provided, however,
that if less than forty days' notice of the meeting is given to stockholders,
such written notice shall be delivered or mailed, as prescribed, to the
Secretary of the Company not later than the close of business on the tenth day
following the day on which notice of the meeting was mailed to stockholders. For
consideration at the Annual Meeting, a stockholder proposal must be delivered or
mailed to the Company's Secretary no later than September 30, 2002. In order to
be eligible for inclusion in the Company's proxy materials for next year's
Annual Meeting of Stockholders, any stockholder proposal to take action at such
meeting must be received at the Company's executive office at 30000 Aurora Road,
Solon, Ohio 44139, no later than May 23, 2003. Any such proposal shall be
subject to the requirements of the proxy rules adopted under the Exchange Act.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Jeffrey N. Male
JEFFREY N. MALE
SECRETARY
Solon, Ohio
September 20, 2002
- --------------------------------------------------------------------------------
ANNUAL REPORT ON FORM 10-K
- --------------------------------------------------------------------------------
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED JUNE 30, 2002 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL BE
FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF THE RECORD DATE UPON WRITTEN
REQUEST TO: CORPORATE SECRETARY, PVF CAPITAL CORP., 30000 AURORA ROAD, SOLON,
OHIO 44139.
- --------------------------------------------------------------------------------
14
REVOCABLE PROXY
PVF CAPITAL CORP.
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 21, 2002
The undersigned hereby appoints John R. Male, Stanley T. Jaros and Raymond
J. Negrelli, with full powers of substitution, to act as attorneys and proxies
for the undersigned, to vote all shares of common stock of PVF Capital Corp.
(the "Company") which the undersigned is entitled to vote at the Annual Meeting
of Stockholders (the "Meeting"), to be held at the Company's Corporate Center,
30000 Aurora Road, Solon, Ohio, on Monday, October 21, 2002 at 10:00 a.m., local
time, and at any and all adjournments thereof, as follows:
VOTE
FOR WITHHELD
--- --------
1. The election as directors for two-year terms of all nominees [ ] [ ]
listed below (except as marked to the contrary below).
Robert K. Healey
Stuart D. Neidus
C. Keith Swaney
Gerald A. Fallon
_______________________________
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE,
INSERT THAT NOMINEE'S NAME ON THE LINE PROVIDED BELOW.
FOR AGAINST ABSTAIN
--- ------- -------
2. Proposal to ratify the appointment of
Crowe, Chizek and Company LLP as independent
certified public accountants of the Company
for the fiscal year ending June 30, 2003 [ ] [ ] [ ]
The Board of Directors recommends a vote "FOR" each of the nominees and
"FOR" the ratification of the appointment of auditors.
- --------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE NOMINEES FOR DIRECTOR LISTED ABOVE AND FOR
THE OTHER PROPOSITION STATED. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL
MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN ACCORDANCE
WITH THE DETERMINATION OF A MAJORITY OF THE BOARD OF DIRECTORS. AT THE PRESENT
TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE
ANNUAL MEETING. THIS PROXY CONFERS DISCRETIONARY AUTHORITY ON THE HOLDERS
THEREOF TO VOTE WITH RESPECT TO THE ELECTION OF ANY PERSON AS DIRECTOR WHERE THE
NOMINEE IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE AND MATTERS INCIDENT
TO THE CONDUCT OF THE MEETING.
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting or at
any adjournment thereof and after notification to the Secretary of the Company
at the Meeting of the stockholder's decision to terminate this proxy, then the
power of said attorneys and proxies shall be deemed terminated and of no further
force and effect.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Meeting of Stockholders, a proxy
statement dated September 20, 2002 and an Annual Report to Stockholders.
Dated:_________________________, 2002
___________________________________ ____________________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
___________________________________ ____________________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears hereon. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title. If
shares are held jointly, each holder should sign.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.