SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
================================================================================
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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))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
GEORGIA BANK FINANCIAL CORPORATION
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(Name of Registrant as Specified in its Charter)
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[X] No fee required.
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computed pursuant to Exchange Act Rule 0-11:
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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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4) Date Filed:
GEORGIA BANK FINANCIAL CORPORATION
3530 Wheeler Road
Augusta, Georgia 30909
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on April 24, 2002
TO THE SHAREHOLDERS OF GEORGIA BANK FINANCIAL CORPORATION:
You are hereby notified that the 2002 Annual Meeting of Shareholders
(the "Annual Meeting") of Georgia Bank Financial Corporation, a Georgia
corporation (the "Company"), will be held at the offices of the Company located
at 3530 Wheeler Road, Augusta, Georgia on April 24, 2002, at 4:00 p.m., Eastern
time for the following purposes:
1. To elect nine (9) directors to serve for a term ending on the date
of the 2003 Annual Meeting of Shareholders or until their respective
successors shall have been elected and qualified;
2. To transact such other business as may properly come before the
Annual Meeting or an adjournment thereof.
Information relating to the Annual Meeting and the proposals described
above is set forth in the attached Proxy Statement. Shareholders of record at
the close of business on March 29, 2002, are the only shareholders entitled to
notice of and to vote at the Annual Meeting.
By Order of the Board of Directors
/s/ Travers W. Paine III
----------------------------------
Travers W. Paine III
Corporate Secretary
Augusta, Georgia
March 29, 2002
EACH SHAREHOLDER IS URGED TO EXECUTE AND RETURN THE ENCLOSED PROXY
PROMPTLY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE. IN THE EVENT A SHAREHOLDER
DECIDES TO ATTEND THE MEETING, HE OR SHE MAY, IF SO DESIRED, REVOKE THE PROXY
AND VOTE THE SHARES IN PERSON. YOUR BOARD RECOMMENDS THAT YOU VOTE IN FAVOR OF
THE NOMINEES FOR DIRECTORS.
GEORGIA BANK FINANCIAL CORPORATION
3530 Wheeler Road
Augusta, Georgia 30909
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
To be Held on April 24, 2002
This Proxy Statement is furnished in connection with the solicitation
of proxies for use at the Annual Meeting of Shareholders (the "Meeting") of
Georgia Bank Financial Corporation (the "Company") to be held on April 24, 2002,
at 4:00 p.m., Eastern time and at any adjournment thereof, for the purposes set
forth in this Proxy Statement. The accompanying proxy is solicited by the Board
of Directors of the Company. The Meeting will be held at the principal executive
office of the Company located at 3530 Wheeler Road, Augusta, Georgia, 30909.
This Proxy Statement and the accompanying Form of Proxy were first mailed to
shareholders on or about April 1, 2002. The Company's 2001 Summary Annual Report
to Shareholders and Annual Report on Form 10-K for the fiscal year ended
December 31, 2001, accompany this Proxy Statement.
VOTING AND REVOCABILITY OF PROXY APPOINTMENTS
The Company has fixed March 29, 2002, as the record date (the "Record
Date") for determining the shareholders entitled to notice of and to vote at the
Meeting. The Company's only class of stock is its common stock, par value $3.00
per share (the "Common Stock"). At the close of business on the Record Date,
there were outstanding and entitled to vote 2,385,280 shares of the Common Stock
held by approximately 724 shareholders of record, with each share being entitled
to one vote. There are no cumulative voting rights. The approval of each
proposal set forth in this Proxy Statement requires that a quorum be present at
the Annual Meeting. A majority of the outstanding shares of the Common Stock
represented at the Meeting, in person or by proxy, will constitute a quorum. In
determining whether a quorum exists at the Meeting for purposes of all matters
to be voted on, all votes "for" or "against," as well as all abstentions
(including votes to withhold in certain cases), will be counted.
Directors are elected by a plurality of the votes cast by the holders
of the Common Stock at a meeting at which a quorum is present. A "plurality"
means that the individuals who receive the largest number of votes cast are
elected as directors up to the maximum number of directors to be chosen at the
meeting. Consequently, any shares not voted (whether by abstention, broker
non-vote or otherwise) have no impact on the election of directors except to the
extent that the failure to vote for an individual results in another individual
receiving a larger number of votes.
Any other proposal that is properly brought before the Annual Meeting
requires approval by the holders of a majority of the shares of Common Stock
entitled to vote at the Annual Meeting. With respect to such proposals,
abstentions will be counted but broker non-votes will not be counted for
purposes of determining the presence of a quorum. Both abstentions and broker
non-votes will be counted as votes against such proposals for purposes of
determining whether such proposal has received sufficient votes for approval.
All proxies will be voted in accordance with the instructions contained
in the proxies. If no choice is specified, proxies will be voted "FOR" the
election to the Board of Directors of all nominees listed below under "ELECTION
OF DIRECTORS" and at the proxy holder's discretion on any other matter that may
properly come before the Meeting. Any shareholder may revoke a proxy given
pursuant to this solicitation prior to the Meeting by delivering an instrument
revoking it, by delivering a duly executed proxy bearing a later date to the
Company, or by attending the Meeting and voting in person. All written notices
of revocation or other communications with respect to revocation of proxies
should be addressed as follows: Georgia Bank Financial Corporation, 3530 Wheeler
Road, Augusta, Georgia, 30909, Attention: Ronald L. Thigpen, Executive Vice
President.
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The costs of preparing, assembling and mailing the proxy materials and
of reimbursing brokers, nominees, and fiduciaries for the out-of-pocket and
clerical expenses of transmitting copies of the proxy materials to the
beneficial owners of shares held of record will be borne by the Company. Certain
officers and employees of the Company or its subsidiaries, without additional
compensation, may use their personal efforts, by telephone or otherwise, to
obtain proxies in addition to this solicitation by mail. The Company expects to
reimburse brokers, banks, custodians, and other nominees for their reasonable
out-of-pocket expenses in handling proxy materials for beneficial owners of the
Common Stock held in their names.
PROPOSAL I
ELECTION OF DIRECTORS
The Bylaws of the Company provide that the Board of Directors shall
consist of not less than five nor more than twenty-five directors, with the
exact number to be determined by the Board of Directors, each having a term of
office of one year and continuing thereafter until his or her successor has been
elected and has qualified. The Board has established nine as the number of
persons to constitute the Board of Directors for the coming year, and has
nominated the following persons to serve for one year and until their successors
are elected and qualified:
Position with Position with
Name Age the Company the Bank (1)
---- --- ------------- -------------
William J. Badger 51 Director Director
R. Daniel Blanton 51 President, Chief President, Chief
Executive Officer Executive Officer
and Director and Director
Warren A. Daniel 54 Director Director
Edward G. Meybohm 58 Vice Chairman and Chairman of the Board
Director and Director
Travers W. Paine III 54 Corporate Secretary Corporate Secretary
and Director and Director
Robert W. Pollard, Jr. 51 Chairman of the Board, Vice Chairman and
and Director Director
Randolph R. Smith, M.D. 58 Director Director
Ronald L. Thigpen 50 Executive Vice President Executive Vice President
Chief Operating Officer Chief Operating Officer
and Director and Director
John W. Trulock, Jr. 56 Director Director
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(1) Georgia Bank & Trust Company of Augusta, the Company's commercial banking
subsidiary (the "Bank").
Each of the nominees is currently a director of the Company, and has
been nominated by the Board to serve for an additional term. When properly
executed and returned the enclosed Form of Proxy will be voted as specified
thereon. If any nominee is unable or fails to accept nomination or election
(which is not anticipated), the persons named in the proxy as proxies, unless
specifically instructed otherwise in the proxy, will vote for the election in
his or her stead of such other person as the Company's existing Board of
Directors may recommend. The Bylaws of the Company require that any nominee for
election as a director not nominated by the Board be submitted to the Secretary
of the Company, along with certain information about the nominee, not later than
April 10, 2002.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NINE
NOMINEES PREVIOUSLY NAMED.
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY AND THE BANK
No director or executive officer of the Bank or Company is related to
any other director or executive officer, except that Robert W. Pollard, Jr.,
Chairman of the Board is the brother-in-law of R. Daniel Blanton, President and
Chief Executive Officer. No director or executive officer currently serves as an
officer or director of any other financial institution.
All directors of the Company will serve until the next annual meeting
of the shareholders of the Company or until their successors are elected and
have qualified. Officers of the Company and the Bank serve at the pleasure of
their respective Board of Directors.
The following additional information has been supplied by the directors
and officers of the Company and Bank.
William J. Badger, (51) a Director of the Bank and the Company since
the organization of each (November 1988 and February 1992, respectively) has
been the President of Howard Lumber Company, a dealer in building materials and
supplies, since 1978. He is also President of Augusta Sash and Door Sales of
Georgia, Inc., a manufacturer of windows, doors, and millwork, since 2000. Mr.
Badger received his Bachelor of Business Administration degree from the
University of Georgia in 1972. He serves as a Trustee for the Augusta Museum of
History. He also serves on the Executive Board of the Georgia Carolina Council
of The Boy Scouts of America. He is active in the Construction Suppliers
Association of Georgia and the Kiwanis Club of Augusta.
James G. Blanchard, Jr. (59) was elected a Director of the Bank in
1996. Judge Blanchard is a former partner in the law firm of Fleming, Blanchard,
Jackson, Ingram & Floyd, P.C. He was admitted to the Bar in 1968. Judge
Blanchard is a native of Evans, Georgia, and graduated from Georgia Southern
University. He received his law degree from the Cumberland School of Law at
Samford University in Birmingham, Alabama. Judge Blanchard was an organizing
director of Georgia State Bank in 1970 and continued his service through the
acquisition by Georgia Railroad Bank & Trust Company in 1986. He later served on
the Board of Directors of Citizens Bank & Trust Company of Evans, Georgia. Judge
Blanchard previously served as the attorney for the Columbia County Board of
Education, Associate Judge of Columbia County Juvenile Court, and as City
attorney for the City of Grovetown, Georgia, before being appointed by Georgia
Governor Roy Barnes to fill a newly created judgeship in the Superior Court for
the Augusta Judicial Circuit, which encompasses Columbia, Richmond and Burke
Counties.
J. Pierce Blanchard, Jr. (60) began his service with the Bank in March,
1994 as Group Vice President and Columbia County Executive. In November, 1995 he
was designated as Marketing Officer responsible for business development
activities, branch administration and the overall marketing plan for the Bank.
In October, 1997 Mr. Blanchard was elected Executive Vice President responsible
for business development and branch administration. He was formerly employed as
the President and Chief Executive Officer of Citizens Bank & Trust Company in
Evans, Georgia, from 1989 until March, 1994. He also served with First Union
National Bank and its predecessor, Georgia Railroad Bank & Trust Company from
1979 until 1989. Mr. Blanchard received his Bachelor of Business Administration
degree from Georgia Southern University and is a graduate of the Georgia Banking
School and the Graduate School of Banking of the South at Louisiana State
University. He currently serves as Director and member of the Executive
Committee of the Senior Citizens Council of Greater Augusta, as a member of the
Board of Directors of the CSRA Development Companies, the Residential Care
Facilities for the Elderly Authority of Columbia County, Augusta Museum of
History, Augusta/CSRA Habitat for Humanity, Coalition for Quality Government and
Treasurer of the Shield Club of Greater Augusta.
R. Daniel Blanton (51) has been President and Chief Executive Officer
of the Company and the Bank since October, 1997. He has been a Director of the
Company since it was formed and has been a Director of the Bank
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since June, 1990. Prior to his current position, he held the title of Executive
Vice President and Senior Lending Officer of the Bank and was named Chief
Operating Officer of the Company and the Bank in November, 1995. Mr. Blanton was
Vice President of The Bank of Columbia County in Martinez, Georgia from 1987 to
1988. From 1986 to 1987, he was self-employed as a real estate developer. From
1976 to 1986, Mr. Blanton served as Senior Vice President and Senior Lending
Officer of Georgia State Bank in Martinez, Georgia. A graduate of Georgia
Military College, Mr. Blanton received his Bachelor of Science Degree from
Clemson University in 1973 and received further training at the Georgia Banking
School in 1982. He graduated from the Graduate School of Banking of the South at
Louisiana State University in 1985. Mr. Blanton serves on the Board of Directors
of the Family Y, Fore Augusta Foundation, Sacred Heart Cultural Center, United
Way, Augusta Tomorrow Inc., and the CSRA Regional Development Companies where he
also serves as Chairman of the Board and Chairman of the Loan Review Committee.
He is a member of the Advisory Board at Augusta State University-College of
Business, the Augusta Museum of History, Fort Discovery National Science Center,
and the Augusta Metro Chamber of Commerce where he also serves on the Economic
Development Council. Mr. Blanton is a member of the Board of Directors of
Georgia Bankers Association and serves on the GBA Credit Committee. He is a
member of the Exchange Club of Augusta and the Augusta Symphony League.
W. Marshall Brown, (54) a Director of the Bank since May, 1998, is a
Divisional Vice President with PaineWebber in Augusta, Georgia. Mr. Brown
previously served as Executive Vice President of NationsBank Corporation and
President of NationsBank Richmond County from 1986-1997. He serves on the Board
of Augusta State University Foundation, the Augusta Technical College
Foundation, and is Chairman Elect of the Walton Rehabilitation Hospital
Foundation. He also serves on the board of the Pinnacle Club and is a Trustee of
the Tuttle Newton Home. He earned a Business Administration degree from Francis
Marion University. He is a member of Reid Memorial Presbyterian Church.
Warren A. Daniel, (54) a Director of the Bank since July, 1990, has
been a Financial Representative for Northwestern Mutual Financial Network since
1978. He is also President of Group & Benefits Consultants, Inc. Prior to 1978,
Mr. Daniel was a Loan Officer with SunTrust Bank in Augusta. He is a graduate of
Richmond Academy in Augusta and received his Bachelor of Business Administration
degree from the University of Georgia in 1970. Mr. Daniel's professional
designations include Chartered Life Underwriter and Chartered Financial
Consultant. He currently serves as a Director of Howard Lumber and is past
Chairman of the Metro Augusta Chamber of Commerce and is active in other civic
and business organizations.
Terry D. Elam, (52) elected a Director of the Bank in November 2001, is
the President of Augusta Technical College. During his 15 year tenure at Augusta
Technical College, Mr. Elam has served as Vice President of Economic
Development, Director of Admissions, Recruiter/Admissions Specialist and
instructor. He received a Master's of Education from the University of Georgia
and a Bachelor's of Art in history from Paine College. Mr. Elam serves on the
boards of The American Red Cross, the Augusta Richmond County Development
Authority, Walton Rehabilitation Hospital, the Regional Development Center, the
CSRA Classic, the Georgia Medical Center Authority, MCG Health, Inc., and the
Augusta Richmond County Museum. He is a member of the Optimist Club of South
Richmond County.
Frank J. Lawrence, (61) elected a Director of the Bank in November
2001, is the owner of Bobby Jones Ford Inc. and the Augusta Stallions of arena
football2. For his accomplishments, Mr. Lawrence has been awarded the "Ford
Presidents Award," presented to the top 5% of Ford dealers in the country and
has also served as Past President for the Augusta New Car Dealers Association.
As owner/operator of the Augusta Stallions, Mr. Lawrence has served as Chairman
of arena football2's Expansion Committee and member of the League's Executive
Committee for two seasons. Mr. Lawrence is a graduate of Middle Tennessee State
University with a Bachelor of Science in Business Administration and English. He
also serves on the Board of Directors for Augusta State University and is
actively involved in the Hale House Foundation.
Tom C. McLaughlin (53) has served as Group Vice President and Senior
Lending Officer of the Bank since October, 1997. Mr. McLaughlin joined the Bank
in 1991 and served as Senior vice President and Commercial Loan Officer from
1993 until 1997. His career in the financial industry began in 1970 with C.I.T.
Financial in Augusta and continued with that firm until his employment with
Georgia State Bank in December 1983. A native Augustan, Mr. McLaughlin attended
public schools in Richmond County and graduated from Carlisle Military Academy
in 1967. He
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graduated from the Graduate School of Banking of the South at Louisiana State
University in 1997. He is a member of the Kiwanis Club of Augusta and serves on
the Board of Directors of Walton Foundation for Independence, Inc.
Edward G. Meybohm (58) has served as Vice Chairman of the Company's
Board of Directors since its formation and is the current Chairman of the Bank's
Board of Directors and the Asset/Liability and Investment Committee of the
Bank's Board. He has been the President of Meybohm Realty, Inc., a real estate
brokerage firm, since 1977. Prior to 1977, Mr. Meybohm worked at Southern
Finance Corporation, where he was employed from 1970. Mr. Meybohm, a native of
Harlem, Georgia, received his Bachelor of Science degree in Education from
Georgia Southern University in 1964. He served as a member of the Board of
Directors of Georgia State Bank, Martinez, Georgia, from November 1983 through
December 1985, when Georgia State Bank merged with Georgia Railroad Bank.
Thereafter, Mr. Meybohm continued to serve on the Columbia County Advisory Board
of Georgia Railroad Bank and its successor, First Union National Bank of
Georgia, until his resignation in June, 1988. Mr. Meybohm is past President of
the Georgia Association of Realtors, a past Chairman of the Metro Augusta
Chamber of Commerce, a past member of the Georgia State Board of Education, and
is active in other civic and business organizations.
Regina W. Mobley (49) has served as Group Vice President for Bank
Operations since October 2001. She previously served as Senior Vice President in
charge of Human Resources. Ms. Mobley joined the bank in December 1992 with the
acquisition of FCS Financial Corporation where she had served as Vice President
and Operations Officer since 1985. Ms. Mobley previously served as Operations
Officer with C&S National Bank in Augusta. She is a native of Augusta and
attended Augusta College. Ms. Mobley has received certification as a
Professional in Human Resource Management from the Society of Human Resource
Management and attended the ABA Graduate School of Human Resource Management.
She is a member of the Society of Human Resource Management and the
Augusta-Aiken SHRM Chapter where she previously served as a board member. She
currently serves as the Chair of the Georgia Bankers Association Human Resources
Committee and also serves on the CSRA School to Work Partnership. Ms. Mobley is
a member of New Hope Worship Center.
Grey B. Murray, (36) a Director of the Bank since May, 1998, is a
native of Augusta. He is a graduate of Richmond Academy and Clemson University.
He currently serves as President of United Brokerage Company, Inc. Mr. Murray
has served on the University Hospital Foundation Board and attends St. Paul's
Episcopal Church.
Travers W. Paine III, (54) a Director and Corporate Secretary of the
Company since its formation and a Director and Corporate Secretary of the Bank
since it was organized, is a partner in the law firm of Paine Little LLP of
Augusta. After graduating from Richmond Academy in Augusta, Mr. Paine received
his Bachelor of Business Administration and Juris Doctor degrees from the
University of Georgia in 1970 and 1973, respectively. Active in civic, business
and professional organizations, he is a member of the Forum Committee on Health
Law of the American Bar Association and the American Health Lawyers Association.
Mr. Paine served as 2000 - 2001 Chairman of the Bank Counsel Section of the
Georgia Bankers Association. Mr. Paine is a member of the National Association
of Bond Lawyers and is a former member of the City Council of Augusta. He is a
member of the Board of Directors of numerous closely held companies and
non-profit organizations.
Robert W. Pollard, Jr. (51) has been a Director of the Company and
the Bank since August, 1994. In April, 1995, he was elected Chairman of the
Board of the Company and Vice Chairman of the Bank. He also serves as Chairman
of the Executive Committee and Compensation Committee of the Company's Board. He
is President of Pollard Lumber Company, Inc., a lumber manufacturer located in
Appling, Georgia. He is a native of Appling, Georgia, and attended Harlem High
School. He also attended the University of Georgia and received his Bachelor of
Science degree in Forest Resources. Mr. Pollard has served on the Board of
Directors of the Southeastern Lumber Manufacturers Association, the Georgia
Forestry Association and as Chairman of the Southern Timber Council. He
currently serves on the Board of Trustees of Westminster Schools and is a member
and Deacon of Kiokee Baptist Church in Appling.
Larry S. Prather, (62) a Director of the Bank since January 1, 1993,
was previously an organizer and member of the Board of Directors of FCS
Financial Corporation and First Columbia Bank. He has been self-employed as the
President and owner of Prather Construction Company, Inc., a utility and grading
contractor, for the past thirty-six years. A native of Columbia County, Mr.
Prather has served as a member of the Columbia County Board of Education, the
Development Authority of Columbia County and as Chairman of the Columbia County
Board of Commissioners. Mr.
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Prather is a graduate of Harlem High School and the University of Georgia where
he received a Bachelor of Science degree in Business Administration. He is also
a member of Harlem Methodist Church.
Milton Ruben, CPA (51) has served as a Director of the Bank since
November, 1998, has operated various automobile dealerships in Augusta since
1979 and currently owns Milton Ruben Auto Mall. He is a member of the National
Automobile Dealers Association, the Augusta Automobile Dealers Association, and
the Georgia Automobile Dealers Association. He serves as Treasurer for both the
CSRA Chevrolet Advertising Association and the Peach States Life Insurance
Company. Mr. Ruben is a former Zone Representative for the Chevrolet Dealer
Council and now serves as Zone Representative for the Jeep Dealer Council. Since
1992, he has served on the Board of Directors of Chrysler/Plymouth/Jeep
Southeast Ad Association. Mr. Ruben holds a Bachelor of Business Administration
from Tulane University and a Master of Accountancy With Distinction from the
University of Georgia. Mr. Ruben previously served on the Board of Directors of
the Jewish Community Center, the Augusta Metro Chamber of Commerce, the Augusta
Museum of History and the University Hospital Foundation. He also serves on the
Board of Governors of the Augusta Country Club.
James W. Smith, Jr.(69) has been a Director of the Bank since May,
1998. He is a native Augustan. He is a graduate of Richmond Academy and the
General Motors Training Center. He is the owner of Smitty's Auto Service/Smith
Tire Company located on Gordon Highway. He retired in 1996 from his auto service
operation which was founded in 1936 and is now a third generation family
business. He has served as President of the Automotive Service Association of
Georgia and is past Treasurer of Automotive Air Group National. Mr. Smith was
the recipient of the 1995 Optimist Club's Service to Mankind Award, the 1996
Automotive Air Group National Man of the Year Award and 1997 Augusta Clean and
Beautiful Visionary Award. Mr. Smith serves on the Board of Directors of
University Hospital Services. He is President of Greater Augusta Progress, Inc.
as well as founder of Richmond County's Pride and Progress Committee. Mr. Smith
is President of the Hephzibah Agricultural Club and serves as a member of the
Christian Business Mens Club and Augusta South Rotary. He is a member of
Hillcrest Baptist Church and serves as Brotherhood Director and serves on the
Church Council and is Chairman of the Budget and Finance Committee.
Randolph R. Smith, M.D. (58) has been a Director of the Bank and
Company since each was organized and serves as Chairman of the Audit Committee
of the Company's Board. Dr. Smith is a specialist in plastic and reconstructive
surgery and a member of the medical staff of University Hospital in Augusta
where he has served as Chief of Staff and is Chairman of University Health, Inc.
He has practiced medicine in the Augusta area since 1978. Prior to that time,
Dr. Smith served his residency at the Medical College of Georgia in Augusta and
Duke University. He graduated from Richmond Academy in Augusta, received his
Bachelor of Science Degree from Clemson University in 1966 and his M.D. degree
from the Medical College of Georgia in 1970. Dr. Smith was awarded an honorary
doctorate from Clemson in 1997 for his volunteer services in developing
countries. Dr. Smith is an Augusta, Georgia native and is active in civic and
professional associations and has received The Book of Golden Deeds Award from
The Exchange Club of Augusta, The Paul Harris Fellowship award by the Rotary
Club of Augusta, the Civic Endeavor Award by the Richmond County Medical Society
and the Jack A. Raines Humanitarian Award presented by the Medical Association
of Georgia for 1999. In 2001, Dr. Smith received the Pride in the Profession
Award by the American Medical Association. Additionally, he was recognized by
the city council of Nowy Sacz, Poland for years of service to Polish patients
and education of Polish surgeons. He currently serves as Senior Warden at St.
Paul's Episcopal Church and President of the Exchange Club of Augusta.
Edward J. Tarver, (42) a Director of the Bank since May, 1998, is a
partner in the law firm of Hull, Towill, Norman, Barrett & Salley in Augusta,
Georgia. He graduated from Augusta State University and received his J. D.
degree in 1991 from the University of Georgia. Mr. Tarver is Chairman Elect of
the Augusta Metro Chamber of Commerce and Chairman of the Board of Trustees of
the Leadership Georgia Foundation. Mr. Tarver serves as Director on the Boards
of the Southeastern Natural Sciences Academy, the University of Georgia National
Alumni Association and the Augusta Chapter of the American Red Cross. He is past
President, legal counsel and current member of the Board of Directors of the
East Georgia Easter Seal Society. He also serves as a member of the Board of
Directors and legal counsel for the Southeastern Technology Center, Inc. He is
past Chairman of the St. John Towers Advisory Board, and serves on the
Augusta-Richmond county General Aviation Commission. Mr. Tarver serves on the
Attorney Advisory Committee for the U.S. District Court for Southern District of
Georgia and is an active member of the Georgia Bar Association. As an active
member of the Augusta Bar Association, he has served
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on the Executive Committee, the Law Day Committee and the Admissions Committee.
He is a member of the Augusta Exchange Club. Mr. Tarver is a member of
Aldersgate United Methodist Church in Augusta.
Ronald L. Thigpen (50) has served as Executive Vice President and Chief
Operating Officer of the Company and the Bank since October, 1997, having joined
the Company and the Bank as Chief Financial Officer upon the acquisition of FCS
Financial Corporation in December, 1992. He was elected to the Board of
Directors of both the Company and the Bank in April, 1995. He was previously
employed as the President and Chief Executive Officer of FCS Financial
Corporation and First Columbia Bank from January, 1991 to December, 1992. From
1971 through 1990, Mr. Thigpen served First Union National Bank, and its
predecessors Georgia Railroad Bank and Central Bank of Georgia, in a variety of
positions in Augusta, Macon, and Columbus, Georgia. He received his Bachelor of
Business Administration degree from Augusta State University in 1973 and is a
1980 graduate of the Graduate School of Retail Bank Management at the University
of Virginia. He also graduated from the Graduate School of Banking of the South
at Louisiana State University in 1985. He is a member of the Board of Directors
of the University Health Care Foundation, the Golden Harvest Food Bank and the
national Board of Directors of the Financial Managers Society, headquartered in
Chicago, Illinois. Mr. Thigpen is Chairman of the Development Authority of
Columbia County and Chairman-Elect of the Augusta Metro Chamber of Commerce
Board of Directors. He also serves on the Augusta Metro Chamber of Commerce
Economic Development Council and the Georgia Bank Association - Asset Liability
Committee. Mr. Thigpen is a member of the Rotary Club of Augusta and a member of
the Hephzibah Agricultural Club. He is a member of Wesley United Methodist
Church and serves as Chairman of the Trustees.
John W. Trulock, Jr., (56) a Director of the Company and the Bank since
April, 1995, is a native Augustan. He attended Augusta State University and is a
graduate of the University of Georgia, Athens, Georgia. Mr. Trulock has served
as an agent for Massachusetts Mutual Life Insurance Company in Augusta since
1981. Mr. Trulock is a past President of the Exchange Club of Augusta, the
Augusta State University Alumni Association, Garden City Lions Club, and Boys
Club of Augusta as well as past Chairman of the Augusta State University
Foundation. He is a member of Covenant Presbyterian Church where he has served
as Deacon, Elder, and Trustee.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Company's Board of Directors has an Executive Committee, Audit
Committee, and Compensation Committee.
The Executive Committee is responsible for making recommendations to
the Board on a variety of matters, including the nomination of individuals for
election to the Company's Board of Directors. During 2001, the Executive
Committee's members included: Robert W. Pollard, Jr., Chairman, R. Daniel
Blanton, Edward G. Meybohm, Travers W. Paine III, Dr. Randolph R. Smith and
Ronald L. Thigpen. The Executive Committee held six meetings during 2001.
The Audit Committee meets, at a minimum, quarterly prior to the regular
Bank Board meeting and functions as a joint committee of the Company and the
Bank. The Company's internal auditor meets with and presents a report to this
Committee. The Chairman of the Audit Committee makes a report to the full Board
of Directors at the next scheduled meeting. The Audit Committee has the
responsibility of reviewing the Company's consolidated financial statements,
evaluating accounting functions and internal controls, reviewing reports of
regulatory authorities, and determining that all audits and examinations
required by law are properly performed. The Committee recommends to the Board
the appointment of the Company's independent auditors for the next fiscal year,
reviews and approves the internal auditors' audit program, and reviews with the
independent auditors the results of the annual audit and management's response
thereto. Please see "Audit Committee Report" for additional information. During
2001, the Company's Audit Committee members were Dr. Randolph R. Smith,
Chairman, William J. Badger, James G. Blanchard, Jr., W. Marshall Brown and
Edward J. Tarver. The Audit Committee met four times during 2001.
The Compensation Committee is responsible for making recommendations to
the Company Board to assure that competitive and fair compensation is provided
to the officers and employees in order to recruit and retain quality
7
personnel. This Committee also functions as a joint committee of both the
Company and Bank Boards of Directors. This Committee periodically reviews and
revises salary ranges and total compensation programs for officers and employees
using an outside consultant to recommend salary ranges based upon current
surveys of peer group market salaries for specific jobs. During 2001, the
Compensation Committee was comprised of the following members: Robert W.
Pollard, Jr., Chairman, W. Marshall Brown, Edward G. Meybohm and Travers W.
Paine III. The Compensation Committee held three meetings during 2001. See
"Compensation Committee Report" for additional information.
The full Board of Directors of the Company held four meetings, and the
Board of Directors of the Bank held twelve meetings, during the year ended
December 31, 2001. All of the Directors of the Company attended at least 75% of
such meetings and the meetings of each committee on which they served.
COMPENSATION OF EXECUTIVE OFFICERS
Under rules established by the Securities and Exchange Commission, the
Company is required to provide certain data and information regarding the
compensation and benefits provided to its chief executive officer and other
executive officers, including the four other most highly compensated executive
officers who receive more than $100,000 in compensation. For purposes hereof,
only Mr. R. Daniel Blanton, the Company's Chief Executive Officer and Mr. Ronald
L. Thigpen, the Company's Chief Operating Officer are compensated at this level.
The disclosure requirements include the use of tables and a report explaining
the rationale and considerations that led to executive compensation decisions.
The Compensation Committee has prepared the following report for inclusion in
this Proxy Statement in response to those requirements.
The Compensation Committee recommends to the Company Board of Directors
payment amounts and bonus award levels for executive officers of the Company and
the Bank. The following report reflects the compensation philosophy of the
Company and the Bank as endorsed by the Company's Board of Directors and the
Compensation Committee and resulting actions taken by the Company for the
reporting periods shown in the compensation table.
8
Summary Compensation Table
Annual Compensation
Long Term
Annual Compensation Compensation
--------------------------- --------------
Awards
Securities
Underlying
Name and Options/ All Other
Principal Position Year Salary Bonus SARs(#) Compensation(8)
------------------ ---- ------ ----- ---------- ---------------
R. Daniel Blanton 2001 $147,000 $49,688(1) -0- $6,500
President & 2000 140,000 44,282(2) -0- 6,400
Chief Executive Officer 1999 140,000 82,660(3) -0- 6,400
Ronald L. Thigpen 2001 $127,000 $42,928(4) 2,875(7) $6,500
Executive Vice President & 2000 120,000 37,956(5) 8,625(7) 6,331
Chief Operating Officer 1999 120,000 76,280(6) -0- 6,400
- ------------
(1) A payment under the annual cash incentive plan of $49,688 was paid to Mr.
Blanton in February, 2002 relating to 2001 performance objectives.
(2) A payment under the annual cash incentive plan of $44,282 was paid to
Mr. Blanton in February, 2001 relating to 2000 performance objectives.
(3) A bonus of $38,000 was paid to Mr. Blanton based upon the gain in the equity
investment in Towne Services, Inc. and a cash incentive of $44,660 was paid
relating to 1999 performance objectives.
(4) A payment under the annual cash incentive plan of $42,928 was paid to
Mr. Thigpen in February, 2002 relating to 2001 performance objectives.
(5) A payment under the annual cash incentive plan in the amount of $37,956 was
paid to Mr. Thigpen in February, 2001 relating to 2000 performance
objectives.
(6) A bonus of $38,000 was paid to Mr. Thigpen based upon the gain in the equity
investment in Towne Services, Inc. and a cash incentive of $38,280 was paid
relating to 1999 performance objectives.
(7) Mr. Thigpen was granted incentive stock options for the purchase of 2,875
shares in 2001 and 8,625 shares in 2000.
(8) Reflects the annual 401(k) contribution of the Company.
9
Options/SAR Grants in Last Fiscal Year
Individual Grants
----------------- Potential
realizable
value at assumed
annual rates of
stock price
Number of Percent of total appreciation
Securities Options/SARs For option term
Underlying granted to --------------------
Options/SARs employees in Exercise or base 5% 10%
Name Granted (#) fiscal year price ($SH) Expiration date ($)(2) ($)(2)
(a) (b) (c) (d) (e) (f) (g)
- ----- ------------ ---------------- ---------------- --------------- ------ ------
R. Daniel Blanton -0- -0- -0- ---
Ronald L. Thigpen 2,500 41.7% $29.261 6/12/2011 45,988 116,586
(1) Options vest over five years (vesting will accelerate upon a change in
control as defined in the 2000 Long-Term Incentive Plan).
(2) In accordance with the rules of the SEC, the table sets forth the
hypothetical gains that would exist for the options at the end of their ten
year terms, based on assumed annual rates of compounded stock price
appreciation of 5% and 10%. Actual gains, if any, on option exercises, are
dependent upon the future performance of our common stock.
Aggregated Fiscal Year-End Option/SAR Values
Number of Options/SARs Value of Options/SARs
at FY-End (#) at FY-End ($)
Name Exercisable/Unexercisable Exercisable/Unexercisable
- ---------------------------- ---------------------------- -------------------------------------
R. Daniel Blanton
President & 0/6,613 $0/$132,789
Chief Executive Officer
Ronald L. Thigpen
Executive Vice President & 1,725/9,775 $21,224/$229,874
Chief Operating Officer
DIRECTOR COMPENSATION
Directors of the Company and the Bank who are not employees of the
Company or the Bank receive a fee for their service on the Boards of the Company
and the Bank equal to $100 for each such Board meeting attended. In addition
non-employee Directors are paid a $100 fee for each Company or Bank Board
committee meeting attended. Directors who are Company or Bank employees receive
no compensation for their service on the Company and Bank Boards or their
committees.
Employment Contracts and Termination of Employment and Change in Control
Arrangements
Employment Agreement with Mr. Blanton. During 2001, the Company renewed
the Employment Agreement of Mr. Blanton, President and Chief Executive Officer
of the Company, which was originally entered into on January 1, 2000. The
Employment Agreement is for a term of three years and is renewable annually for
additional terms of three years each year upon approval of the Compensation
Committee. The base salary is set by the Compensation Committee annually. During
2001, the Company paid Mr. Blanton a base salary of $147,000 under this
agreement and will pay him a base salary of $167,000 for 2002.
10
Pursuant to the Employment Agreement, Mr. Blanton will also be entitled
to an annual incentive award in an amount to be determined by the Compensation
Committee and will be eligible to participate in the Company's Long-Term
Incentive Plan. In the event of a change in control (as defined in the
Employment Agreement), Mr. Blanton will be entitled to a cash payment equal to
two times his average base salary plus cash bonuses paid during the last five
years. The amount of such payments may be limited, to the extent any such
payment would not otherwise be deductible to the Company as a result of Section
280G of the Internal Revenue Code. Mr. Blanton will also be entitled to deferred
compensation of at least $120,000 annually, commencing upon retirement at age
65.
In the event that Mr. Blanton's employment is terminated as a result of
his death or permanent disability, the Company will pay his estate, or him, as
the case may be, an amount equal to six months of his then current base salary.
If Mr. Blanton's employment is terminated by the Company without "cause" (as
defined in the Employment Agreement) he will be entitled to continue to receive
his base salary for the longer of two years, or the remaining term of the
Agreement. He will also be entitled to continuing medical coverage during such
period, at the Company's expense. If, following a change in control, Mr. Blanton
is (i) required to relocate a distance greater than 50 miles, (ii) required to
accept a reduction in his "total annual compensation" (as defined in the
Employment Agreement), or (iii) is required to perform duties or occupy a
position other than that described in the Employment Agreement, he will be
entitled to resign and to receive continuation payments of his total annual
compensation and medical insurance benefits for a period equal to the greater of
two years or the remaining term of the Employment Agreement. The Employment
Agreement contains covenants that restrict competitive, solicitation and
confidentiality activities upon termination.
Employment Agreement with Mr. Thigpen. The Company also renewed the
Employment Agreement with Mr. Thigpen, Executive Vice President and Chief
Operating Officer during 2001. The Employment Agreement is for a term of three
years and is renewable annually for additional terms of three years each upon
approval of the Compensation Committee. The base salary is set by the
Compensation Committee annually. During 2001, the Company paid Mr. Thigpen a
base salary of $127,000 under this agreement and will pay him a base salary of
$147,000 for 2002.
Pursuant to the Employment Agreement, Mr. Thigpen will also be entitled
to an annual incentive award in an amount to be determined by the Compensation
Committee and will be eligible to participate in the Company's Long-Term
Incentive Plan. In the event of a change in control (as defined in the
Employment Agreement), Mr. Thigpen will be entitled to a cash payment equal to
two times his average base salary plus cash bonuses paid during the last five
years. The amount of such payments may be limited, to the extent any such
payment would not otherwise be deductible to the Company as a result of Section
280G of the Internal Revenue Code. Mr. Thigpen will also be entitled to deferred
compensation of at least $120,000 annually, commencing upon retirement at age
65.
In the event that Mr. Thigpen's employment is terminated as a result of
his death or permanent disability, the Company will pay his estate, or him, as
the case may be, an amount equal to six months of his then current base salary.
If Mr. Thigpen's employment is terminated by the Company without "cause" (as
defined in the Employment Agreement) he will be entitled to continue to receive
his base salary for the longer of two years, or the remaining term of the
Agreement. He will also be entitled to continuing medical coverage during such
period, at the Company's expense. If, following a change in control, Mr. Thigpen
is (i) required to relocate a distance greater than 50 miles, (ii) required to
accept a reduction in his "total annual compensation" (as defined in the
Employment Agreement), or (iii) is required to perform duties or occupy a
position other than that described in the Employment Agreement, he will be
entitled to resign and to receive continuation payments of his total annual
compensation and medical insurance benefits for a period equal to the greater of
two years or the remaining term of the Employment Agreement. The Employment
Agreement contains covenants that restrict competitive, solicitation and
confidentiality activities upon termination.
Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee in 2001 were Robert W.
Pollard, Jr., W. Marshall Brown, Edward G. Meybohm and Travers W. Paine III.
There were no interlocks with respect to the Compensation Committee in 2001.
11
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
The following graph compares the yearly percentage change in cumulative
shareholder return on Georgia Bank Financial Corporation Stock with the
cumulative total return of the Standard & Poor's 500 Index and SNL Less than
$500 million Southeast Index for the last five years (assuming a $100 investment
on December 31, 1996).
[PERFORMANCE CHART GRAPHIC]
Comparison of Five Year Cumulative Total Return
Georgia Bank Financial Corp, S&P 500 and SNL Bank Index
1996 1997 1998 1999 2000 2001
------ ------ ------ ------ ------ ------
Georgia Bank Financial Corporation 100.00 110.00 157.14 164.29 210.29 253.16
S & P 500 100.00 133.37 171.44 207.52 188.62 166.22
SNL Less than $500 million Southeast Index 100.00 170.47 155.65 144.08 138.99 192.27
COMPENSATION COMMITTEE REPORT
Overview
The Compensation Committee is composed entirely of individuals who are
outside directors and functions as a joint committee of the Company and Bank
Board of Directors. The Compensation Committee fully supports the Company's
philosophy that the relationship between pay and individual performance is
fundamental to a compensation program. Pay for performance relating to executive
officer compensation is composed of base salary, annual cash incentives, stock
options and long-term stock appreciation rights. The administration of executive
officer compensation is based not only on individual performance and
contributions, but also total Company performance relative to profitability
measures and shareholder interests. The Compensation Committee makes
12
recommendations to the Board to assure that competitive and fair compensation is
provided to the officers and employees in order to recruit and retain quality
personnel. The Compensation Committee periodically reviews and revises salary
ranges and total compensation programs for officers and employees and uses an
outside consultant to recommend salary ranges based upon current surveys of peer
group market salaries for specific jobs. The peer group that the Company
analyzes in determining officer and employee compensation is similarly situated
banking organizations in the Southeast ranging in asset size of $300 million to
$500 million and other banks that are direct competitors with the Company in its
markets.
Base Salary and Increases
In establishing executive officer salaries and increases, the
Compensation Committee considers individual performance, the relationship of
base pay to the existing salary market and increases in responsibility. The
decision to increase base pay is recommended by the Chief Executive Officer,
evaluated and approved by the Compensation Committee. It is further ratified by
the full Board of Directors. Information regarding salaries paid by other
financial institutions is obtained through formal salary surveys and other means
and is used in the decision process to ensure competitiveness with the Company's
peers and competitors.
The Company's general philosophy is to provide base pay that is
competitive with other banks and bank holding companies of similar size in the
Southeast.
The Compensation Committee formally reviews the compensation paid to
executive officers in January of each year. Changes in base salary and the
awarding of cash incentives are based on overall financial performance and
profitability of the Company as compared to the Company's financial performance
objectives, and the performance of the individual.
Annual Cash Incentives
In 1997, the Company implemented an annual cash incentive program for
officers and key managers. The Company utilizes cash incentives to better align
pay with individual and Company performance. Funding for the cash incentives is
dependent on the Company attaining performance thresholds for net income. The
performance objectives promote a group effort by all officers and key managers.
Once these thresholds are attained, the Compensation Committee, based in part
upon recommendations of the Chief Executive Officer, may consider and approve
awards to those officers and key managers who have made superior contributions
to Company profitability as measured and reported against the individual
performance goals established at the beginning of the year. The full Board of
Directors ratifies the awards approved by the Compensation Committee. This
philosophy assists in overall better control of expenses associated with salary
increases by reducing the need for significant annual base salary increases as a
reward for past performance, and places more emphasis on annual profitability
and the potential rewards associated with future performance. Over time, it is
anticipated that an increasing amount of the total earnings of all officers and
key managers will be based on incentive compensation as opposed to automatic
increases in base salaries. Market information regarding salaries is used to
establish competitive rewards that are adequate to motivate strong individual
performance during the year.
Long-Term Incentive Plans
The Company established in 1997, a Long-Term Incentive Plan designed to
motivate sustained high levels of individual performance and align the interests
of key officers with those of the Company's shareholders by rewarding capital
appreciation and earnings growth. Upon recommendation by the Chief Executive
Officer, and subject to approval by the Compensation Committee, stock
appreciation rights may be awarded annually to those key officers whose
performance during the year has made a significant contribution to the Company's
long-term growth. Generally, stock appreciation rights are not grants or
issuance of Company stock, but rather constitute a right to receive an amount of
money in the future that is based upon the appreciation in the market value of
the Company's common stock. The value of the stock appreciation rights are
established at the end of a five-year period and the grantee vests in such
rights value over a ten year period. This ten year vesting period is intended to
promote long-term employment and continued contribution by those key officers.
Since the inception of this program, the Company has awarded 40,538 stock
appreciation rights. All base prices per share and rights amounts have been
13
adjusted to reflect the 15% stock dividend paid by the Company on August 31,
2001. This program was discontinued at the end of 2001 and has been replaced
with the 2000 Long-Term Incentive Plan.
The Company established in 2000 and the shareholders approved in 2001
the 2000 Long-Term Incentive Plan. The purpose of the 2000 Long-Term Incentive
Plan is to promote the success of and enhance the value of the Company by
linking the personal interests of our employees and officers to those of our
shareholders, and by providing participants with an incentive for outstanding
performance. The Plan authorizes the granting of awards in the form of options
to purchase shares of common stock. As of the end of 2001, 20,700 incentive
stock options have been awarded under the Plan.
Section 401(k) Plan
The Bank has an employee savings plan that qualifies as a deferred
salary arrangement under Section 401(k) of the Internal Revenue Code of 1986, as
amended. Under this Plan, participating employees may defer a portion of their
pre-tax earnings, up to the Internal Revenue Service annual contribution limit.
The Bank has the obligation under the Plan to make an annual contribution of 3%
of annual compensation of all eligible employees. The Bank has the option to
make additional annual discretionary contributions to the Plan. For the year
ended December 31, 2001, the Bank contributed $265,810 to the Plan, which
represented 4.25% of the annual compensation of all eligible employees.
2001 Performance; Chief Executive Officer Compensation
The Company's performance for the most recent five-year period has
improved each year, and the Company exceeded its asset growth and profitability
goals for 2001. In addition, the Company also continued to excel in
non-financial performance areas, as the Company successfully addressed its
policy objectives relating to customers, employees and communities.
Mr. Blanton's compensation awards in 2001 were based upon the
Compensation Committee's assessment of the Company's financial and non-financial
performance and Mr. Blanton's individual performance. Mr. Blanton was named
President and Chief Executive Officer of the Company and Bank in October, 1997.
Prior to being named Chief Executive Officer, Mr. Blanton served as Executive
Vice President and Chief Operating Officer of the Company and Bank. Based on Mr.
Blanton's responsibilities, achievement and individual performance, the
Company's performance and the compensation paid to chief executive officers of
peer banks and bank holding companies, Mr. Blanton received a salary of $147,000
in 2001. In addition, based on the factors discussed herein, Mr. Blanton earned
a cash incentive payment of $49,688 for 2001.
$1 Million Deduction Limit
At this time, the Company does not appear to be at risk of losing
deductions under the $1 million deduction limit on executive pay established
under Section 162(m) of the Internal Revenue Code of 1986. As a result, the
Compensation Committee has not established a policy regarding this
limit. Nevertheless, in designing the 2000 Long-Term Incentive Plan, the
Compensation Committee has taken steps ensuring that awards under that plan will
be fully deductible.
Summary
In summary, the Compensation Committee believes that the overall
compensation program of the Company is reasonable and competitive with
compensation paid by other financial institutions of similar size. The program
is designed to reward managers for superior individual, Company and share value
performance. The compensation program incorporates a shareholder point of view
in several different ways. The Compensation Committee monitors the various
guidelines that make up the program and may adjust them annually, as it deems
appropriate to continue to meet Company and shareholder objectives.
Robert W. Pollard, Jr., Chairman Edward G. Meybohm
W. Marshall Brown Travers W. Paine III
14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of March 1, 2002,
with respect to the directors, executive officers and certain other members of
the Company's and Bank's management and any shareholder of the Company known to
the Company to own 5% or more of the Company's Common Stock:
Position(s) with the Company Number of Shares Percentage of
Name and Address and the Bank(1) Beneficially Owned(2) Ownership(3)
- ------------------------- ---------------------------- --------------------- -------------
William J.Badger Director 34,650(4) 1.45%
P.O. Box 1039
Evans, Georgia 30809
J. Pierce Blanchard, Jr. Executive Vice President - 1,732(5) 0.07%
3530 Wheeler Road Branch Administration
Augusta, Georgia 30909 of the Bank
James G. Blanchard, Jr. Director of the Bank 24,047(6) 1.01%
461 Greene Street
Augusta, Georgia 30901
R. Daniel Blanton Director, President and Chief 184,282(7) 7.73%
3530 Wheeler Road Executive Officer
Augusta, Georgia 30909
W. Marshall Brown Director of the Bank 1,520 0.06%
633 Berckman Road
Augusta, Georgia 30904
Warren A. Daniel Director 12,032(8) 0.50%
P.O. Box 14445
Augusta, Georgia 30919
Terry D. Elam Director of the Bank 0 0.00%
3200 Augusta Tech Drive
Augusta, Georgia 30906
Frank J. Lawrence Director of the Bank 920 0.04%
P.O. Box 15398
Augusta, Georgia 30919
Tom C. McLaughlin Group Vice President 1,106 0.05%
3530 Wheeler Road and Senior Lending
Augusta, Georgia 30909 Officer of the Bank
Edward G.Meybohm Vice Chairman of the 115,914(9) 4.86%
3519 Wheeler Road Board of the Company
Augusta, Georgia 30909 and Chairman of the
Board of the Bank
15
Regina W. Mobley Group Vice President, 0 0.00%
3530 Wheeler Road Bank Operations
Augusta, Georgia 30909
Grey B. Murray Director of the Bank 661 0.03%
496 Laney-Walker Blvd.
Augusta, Georgia 30901
Travers W. Paine III Corporate Secretary 38,442(10) 1.61%
945 Broad Street and Director
Suite 220
Augusta, Georgia 30901
Robert W. Pollard, Jr. Chairman of the 203,821(11) 8.54%
5863 Washington Road Board of the Company,
Appling, Georgia 30802 Vice Chairman of the Board
of the Bank
Larry S. Prather Director of the Bank 15,182(12) 0.64%
Box 70
Harlem, Georgia 30814
Milton Ruben Director of the Bank 1,322 0.06%
3514 Washington Road
Augusta, Georgia 30907
James W. Smith, Jr. Director of the Bank 529 0.02%
1423/1417 Gordon Highway
Augusta, Georgia 30901
Randolph R. Smith, MD Director 124,896(13) 5.24%
811 Thirteenth Street
Suite 28, Bldg. 3
Augusta, Georgia 30901
Edward J. Tarver Director of the Bank 100 0.00%
700 SunTrust Bank Building
801 Broad Street
Augusta, Georgia 30901
Ronald L. Thigpen Director, Executive Vice 9,355(14) 0.39%
3530 Wheeler Road President and Chief Operating
Augusta, Georgia 30909 Officer
John W. Trulock, Jr. Director 518 0.02%
5-B George C. Wilson Court
Augusta, Georgia 30909
All executive officers and directors 771,024 32.32%
of the Company and Bank as a group
(21 persons)
16
Other Beneficial Owners of Greater than 5% of the Company's Common Stock
- ------------------------------------------------------------------------
Jennie F. Pollard 422,182 17.70%
5795 Washington Road
Appling, GA 30802
Levi A. Pollard 167,905(15) 7.04%
3310 Scotts Ferry Road
Appling, Georgia 30802
- ------------
1. Each person holds the offices and directorships listed with both the
Company and the Bank unless otherwise noted.
2. Information relating to beneficial ownership of Common Stock by directors
is based upon information furnished by each person using "beneficial
ownership" concepts set forth in the rules of the Securities and Exchange
Commission ("SEC") under the Securities and Exchange Act of 1934, as
amended. Under such rules, a person is deemed to be a "beneficial owner" of
a security if that person has or shares "voting power," which includes the
power to vote or direct the voting of such security, or "investment power,"
which includes the power to dispose of or to direct the disposition of such
security. The person is also deemed to be a beneficial owner of any
security of which that person has right to acquire beneficial ownership
within 60 days. Under such rules, more than one person may be deemed to be
a beneficial owner of the same securities, and a person may be deemed to be
a beneficial owner of securities as to which he or she may disclaim any
beneficial ownership. Accordingly, nominees are named as beneficial owners
of shares as to which they may disclaim any beneficial interest. Except as
indicated in other notes to this table describing special relationships
with other persons and specifying shared voting or investment power,
directors possess sole voting and investment power with respect to all
shares of Common Stock set forth opposite their names.
3. Based on 2,385,280 shares issued and outstanding.
4. Includes 3,392 held in Mr. Badger's IRA and 966 shares held by Mrs. Badger.
5. Includes 1,558 shares held in Mr. Blanchard's IRA and 174 shares held
jointly with Mr. Blanchard's wife.
6. Includes 19,491 shares in a Profit Sharing Plan of which Mr. Blanchard is a
beneficiary, 2,532 shares held by Mr. Blanchard's wife in an IRA and
2,024 shares held in his IRA.
7. Includes 132 shares held in Mr. Blanton's IRA, 77,281 shares held by Mr.
Blanton's wife, 3,115 shares held jointly with Mr. Blanton's wife, 42,979
shares held in trust by Mr. Blanton's wife, as trustee, for their minor
children, and 4,316 shares held in Mr. Blanton's children's name.
8. Includes 3,041 shares held in Mr. Daniel's IRA.
9. Includes 1,388 in an IRA and 29,047 shares owned by a pension and profit
sharing plan as to which Mr. Meybohm is a beneficiary.
10. Includes 1,671 shares held by Mr. Paine's wife, 1,886 shares held by his
minor children and 12,687 shares held by Mr. Paine in his IRA and 1,322
shares held in Augusta Green Inc.
11. Includes 1,619 shares held by Mr. Pollard's wife and 57,108 shares held in
trust for their minor children, 733 shares held by Mr. Pollard's child, and
3,698 shares held in Mr. Pollard's IRA.
12. Includes 7,704 shares held by Prather Construction Co. Profit Sharing Plan,
as to which Mr. Prather is a trustee and beneficiary.
13. Includes 32,837 shares held in a pension and profit sharing plan as to
which Dr. Smith is a beneficiary.
14. Includes 5,055 shares held in Mr. Thigpen's IRA, exercisable options for
1,725 shares and 529 shares held jointly with Mr. Thigpen's wife.
15. Includes 20,498 shares held in trust for Mr. Pollard's children.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company and the Bank have had, and expect to have in the future,
banking and other business transactions in the ordinary course of business with
directors and officers of the Company and Bank and their related interests,
including corporations, partnerships or other organizations in which such
officers or directors have a controlling interest, on substantially the same
terms (including price, or interest rates and collateral) as those prevailing at
the time for comparable transactions with unrelated parties. Such transactions
have not and will not involve more than the normal risk of collectability nor
present other unfavorable features to the Company or the Bank.
Loans outstanding to officers, directors and affiliates totaled
$15,141,740 and aggregated 37.9% of the Company's shareholders' equity at
December 31, 2001. Deposit accounts with officers, directors and affiliates of
the Company and the Bank totaled $7,356,760 at December 31, 2001.
The law firm of Paine Little LLP, in which Mr. Paine is a partner,
serves as legal counsel to the Company and Bank in connection with a variety of
matters. Such services have been, and will continue to be, provided at rates
less than or equal to the prevailing rates in the Augusta area for comparable
services from unrelated parties. This
17
representation has been approved by the Board of Directors of the Company and
Bank, with Mr. Paine abstaining. During 2001, the Bank paid approximately
$12,000 in the normal course of business to Paine Little LLP.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board is responsible for providing
independent, objective oversight of the Company's accounting functions and
internal controls. The Audit Committee is composed of five directors, each of
whom is independent as such term is defined by Rule 4200 of the National
Association of Securities Dealers' listing standards. The Audit Committee
operates under a written charter approved by the Board of Directors.
Management is responsible for the Company's internal controls and
financial reporting process. The independent accountants are responsible for
performing an independent audit of the Company's consolidated financial
statements in accordance with generally accepted auditing standards and to issue
a report thereon. The Audit Committee's responsibility is to monitor and oversee
these processes.
In connection with these responsibilities, the Audit Committee met with
management and the independent accountants to review and discuss the Company's
consolidated financial statements as of, and for the year ended, December 31,
2001. The Audit Committee also discussed with the independent accountants the
matters required by Statement on Auditing Standards No. 61 (Communications with
Audit Committees). The Audit Committee also received written disclosures from
the independent accountants required by Independence Standards Board Standard
No. 1 (Independence Discussions with Audit Committees), and the Audit Committee
discussed with the independent accountants that firm's independence.
Based upon the Audit Committee's discussions with management and the
independent accountants, and the Audit Committee's review of the representations
of management and the independent accountants, the Audit Committee recommended
that the Board of Directors include the audited consolidated financial
statements in the Company's Annual Report on Form 10-K as of and for the year
ended December 31, 2001, to be filed with the Securities and Exchange
Commission.
Randolph R. Smith, M.D., Chairman William J. Badger James G. Blanchard, Jr.
W. Marshall Brown Edward J. Tarver
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, and
regulations of the Securities and Exchange Commission thereunder require the
Company's executive officers and directors and persons who own more than ten
percent of the Company's Common Stock, as well as certain affiliates of such
persons, to file reports of initial ownership of the Company's Common Stock and
changes in such ownership with the Securities and Exchange Commission. Executive
officers, directors and persons owning more than ten percent of the Company's
Common Stock are required by Securities and Exchange Commission regulations to
furnish the Company with copies of all Section 16(a) forms they file. Based
solely on its review of the copies of such forms received by it and written
representations that no other reports were required for those persons, the
Company believes that, during the fiscal year ended December 31, 2001, all
filing requirements applicable to its executive officers, directors, and owners
of more than ten percent of the Company's Common Stock were complied with in a
timely manner.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
KPMG LLP, Atlanta, Georgia, acted as the Company's principal
independent certified public accountants for the fiscal year ended December 31,
2001. On March 20, 2002 KPMG LLP was appointed by the Board of Directors to act
as the Company's independent certified public accountants for the current fiscal
year ending December 31, 2002. The Board of Directors knows of no direct or
material indirect financial interest by KPMG LLP in Georgia Bank Financial
Corporation or of any connection between KPMG LLP and the Company, in any
capacity as promoter, underwriter, voting trustee, director, officer,
shareholder or employee. Representatives of
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KPMG LLP will be present at the 2002 Annual Meeting and will have the
opportunity to make a statement if they desire to do so and to respond to
appropriate questions.
Audit Fees
The aggregate fees billed by KPMG LLP for professional services
rendered for the audit of the Company's annual consolidated financial statements
for the fiscal year ending December 31, 2001 and for the quarterly limited
reviews of the consolidated financial statements included in the Company's Forms
10-Q filed during 2001 were $79,000.
Financial Information Systems Design and Implementation Fees
No fees were billed by KPMG LLP for services rendered to the Company
during the fiscal year ending December 31, 2001, in connection with operating,
or supervising the operation of, the Company's information system or managing
the Company's local area network and designing or implementing a hardware or
software system that aggregates source data underlying the Company's financial
statements or generates information that is significant to the Company's
financial statements.
All Other Fees
The aggregate fees billed by KPMG LLP for services rendered to the
Company during the fiscal year ending December 31, 2001, other than those
services described above, were $15,000 for audit related services and $62,165
for other services.
Audit Committee Review
The Company's Audit Committee has reviewed the services rendered and
the fees billed by KPMG LLP for the fiscal year ending December 31, 2001. The
Audit Committee has determined that the services rendered and the fees billed
for the year ended December 31, 2001 that were not related to the audit of the
Company's consolidated financial statements are compatible with the independence
of KPMG LLP as the Company's independent accountants.
SHAREHOLDERS' PROPOSALS FOR 2003 ANNUAL MEETING
Proposals of shareholders intended to be presented at the Company's
2003 Annual Meeting of Shareholders should be submitted to the Secretary of the
Company by certified mail, return receipt requested, and must be received by the
Company at its offices in Augusta, Georgia, on or before November 29, 2002 to be
eligible for inclusion in the Company's proxy statement and form of proxy for
that meeting.
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OTHER MATTERS
Management of the Company is not aware of any other matter to be
presented for action at the Meeting other than those mentioned in the Notice of
Annual Meeting of Shareholders and referred to in this Proxy Statement. If any
other matters come before the Meeting, it is the intention of the persons named
in the enclosed Proxy to vote on such matters in accordance with their judgment.
Pursuant to Section 2.13 of the Company's Bylaws, any matter to be presented for
action other than those approved by the Board of Directors, the Chairman of the
Board or the President must be submitted to the Secretary of the Company by
April 10, 2002.
A copy of the Company's 2001 Annual Report on Form 10-K is included
herewith and is also available without charge (except for exhibits) upon written
request to Georgia Bank Financial Corporation, 3530 Wheeler Road, Augusta,
Georgia, 30909, Attention: Ronald L. Thigpen, Executive Vice President.
By Order of the Board of Directors
/s/ Travers W. Paine III
----------------------------------
Augusta, Georgia Travers W. Paine III
March 29, 2002 Corporate Secretary
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GEORGIA BANK FINANCIAL CORPORATION
3530 Wheeler Road
Augusta, Georgia 30909
PROXY SOLICITED BY
THE BOARD OF DIRECTORS OF GEORGIA BANK FINANCIAL CORPORATION
FOR THE 2002 ANNUAL MEETING OF SHAREHOLDERS
APRIL 24, 2002
The undersigned hereby appoints J. Pierce Blanchard, Jr. and Tom C.
McLaughlin, and each of them, with full power of substitution, proxies to vote
the shares of stock which the undersigned could vote if personally present at
the 2002 Annual Meeting of Shareholders of Georgia Bank Financial Corporation
to be held at 4:00 p.m., on April 24, 2002 at the principal offices of the
Company, 3530 Wheeler Road, Augusta, Georgia, or at any adjournment thereof.
(1) Election of Directors:
[_] FOR all nominees listed below [_] WITHHOLD AUTHORITY TO VOTE
(except as marked to the contrary) for all nominees listed below:
William J. Badger Robert W. Pollard, Jr. Randolph R. Smith, M.D.
R. Daniel Blanton Edward G. Meybohm Ronald L. Thigpen
Warren A. Daniel Travers W. Paine III John W. Trulock, Jr.
(Instruction: To withhold authority to vote for any individual nominee, strike
a line through that nominee's name)
CONTINUED ON REVERSE
(2) In their discretion, upon such other matters as may properly come
before the meeting.
[_] FOR [_] AGAINST [_] ABSTAIN
This proxy will be voted in accordance with the direction of the undersigned
as marked. If no direction is given, this proxy will be voted "FOR" the
nominees listed.
Dated: ___________________________________________________________ , 2002
_______________________________________________________________________________
_______________________________________________________________________________
Signature(s) of Shareholder
Please sign exactly as name appears hereon. If shares are held jointly each
shareholder should sign. Agents, executors, administrators, guardians,
trustees, etc. should use full title. If the shareholder is a corporation,
please sign full corporate name by an authorized officer.
Please fill in, date and sign the proxy and return in the enclosed postpaid
envelope.