Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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Check the appropriate box:
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☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material Pursuant to §240.14a-12
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INDEPENDENT BANK CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Date:
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April 20, 2021
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Time:
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3:00 p.m., Eastern Time
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Virtual Meeting URL:
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www.virtualshareholdermeeting.com/IBCP2021
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1.
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To elect four directors to serve three-year terms expiring in 2024;
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2.
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To ratify the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021;
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3.
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To participate in an advisory (non-binding) vote to approve the compensation of our executives, as disclosed in this proxy statement;
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4.
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To consider and vote upon the approval of the Independent Bank Corporation 2021 Long-Term Incentive Plan (the “LTIP”): and
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5.
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To transact any other business that is properly submitted before the Annual Meeting or any adjournments or postponements of the Annual Meeting.
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•
|
Via Internet before the Annual Meeting: Go to www.proxyvote.com and follow the instructions. You may do this at your convenience, 24 hours a day, 7 days a week. You will need to have your proxy card or Notice of Internet Availability of Proxy Materials in hand. The deadline for Internet voting is 11:59 p.m., Eastern Time, April 19, 2021.
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•
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By Telephone: Call toll-free 1-800-690-6903 and follow the instructions. You may do this at your convenience, 24 hours a day, 7 days a week. You will need to have your proxy card or Notice of Internet Availability of Proxy Materials in hand. The deadline for voting by phone is 11:59 p.m., Eastern Time, April 19, 2021.
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•
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In Writing: Complete, sign, date, and return the proxy card in the return envelope provided with your proxy card.
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•
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At the Annual Meeting: To attend the meeting virtually and cast your vote, please log on to the Internet at www.virtualshareholdermeeting.com/IBCP2021. At this site you will be able to vote electronically and submit questions during the meeting.
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(1)
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delivering written notice of revocation to the Corporate Secretary of Independent Bank Corporation, 4200 East Beltline, Grand Rapids, Michigan 49525;
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(2)
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submitting another properly completed proxy card that is later dated;
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(3)
|
voting by telephone at a subsequent time;
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(4)
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voting by the Internet at a subsequent time; or
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(5)
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voting at the Annual Meeting.
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•
|
has properly submitted a signed proxy card or other form of proxy (through the telephone or Internet); or
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•
|
is present at the Annual Meeting.
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Name and Address of Beneficial Owner
|
| |
Amount and Nature of
Beneficial Ownership
|
| |
Percent of
Outstanding
|
Black Rock, Inc.(1)
55 East 52nd Street
New York, NY 10055
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| |
2,189,047
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10.0%
|
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|
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FJ Capital Management, LLC(2)
1313 Dolley Madison Blvd, Ste 306
McLean, VA 22101
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1,491,458
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6.81
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The Vanguard Group(3)
100 Vanguard Boulevard
Malvern, PA 19355
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1,106,991
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5.06
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(1)
|
Based on information set forth in Schedule 13G filed with the SEC on February 10, 2021 by BlackRock, Inc. (“BlackRock”). The Schedule 13G reports that the shares of common stock listed above are held of record by clients of BlackRock, in its capacity as investment adviser.
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(2)
|
Based on information set forth in Schedule 13G filed with the SEC on February 10, 2021 by FJ Capital Management, LLC.
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(3)
|
Based on information set forth in Schedule 13G filed with the SEC on February 10, 2021 by The Vanguard Group.
|
|
| |
Amount and
Nature of
Beneficial
Ownership(1)
|
| |
Percent of
Outstanding
|
| |
Beneficial
Ownership
(and percent)
Including
Certain
Deferred
Shares(2)
|
Nominees for a three-year term expiring 2024
|
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| |
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| |
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Christina L. Keller (age 39)
|
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12,206
|
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.06%
|
| |
17,776
|
Ms. Keller has been a member of our Board since December 2016. Since October 2019, Ms. Keller has served as the President & CEO of Cascade Engineering (CE). CE is a global manufacturing company based in Grand Rapids, Michigan. Prior to becoming President & CEO of CE, Ms. Keller served in a variety of roles at the organization since 2009. Her role as an executive of a global manufacturing company and her leadership skills provide an important resource to the Board and management.
|
| |
|
| |
|
| |
(.08%)
|
Ronia F. Kruse (age 50)
|
| |
—
|
| |
—
|
| |
6,376
|
Ms. Kruse was appointed to the Board in October 2019. She is the founder and CEO of OpTech, LLC and OpTech Solutions. These firms provide solutions for clients in the areas of analytics, cyber security, application development and connected vehicles. Prior to founding this business in 1999, Ms. Kruse was a senior tax consultant for a big 4 CPA firm. She is a certified public accountant. Her role as the CEO of a technology consulting firm, her background at a public accounting firm and her leadership skills provide an important resource to the Board and management.
|
| |
|
| |
|
| |
(.03%)
|
Michael M. Magee, Jr. (age 64)
|
| |
37,112
|
| |
.17%
|
| |
37,112
|
Mr. Magee is the Chairman of the Board of Directors. Prior to January 1, 2013, Mr. Magee was the Chief Executive Officer of the Company since January 1, 2005, Executive Vice President and Chief Operating Officer since 2004 and prior to that he served as President and Chief Executive Officer of Independent Bank since 1993. He became a director of the Company in 2005. Mr. Magee has over 33 years of service in the financial services industry and served as our Chief Executive Officer for 8 years. That position and those experiences make him a particularly important component of the Board, and his prior roles with the Company allow him to be particularly effective as Chairman of the Board.
|
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(.17%)
|
Matthew J. Missad (age 60)
|
| |
18,924(3)
|
| |
.09%
|
| |
31,272
|
Mr. Missad has been a member of our board since October 2014. Mr. Missad is the Chief Executive Officer of UFP Industries, Inc. (“UFP”), a position he has held since July, 2011. UFP is a $5.1 billion (revenue) supplier of wood, wood composite and other products to the retail, construction and industrial markets around the globe. From 1996 to 2011, Mr. Missad served as Executive Vice President, General Counsel and Secretary of UFP. He also serves as a director of UFP. In the fall of 2015, Mr. Missad was listed in Fortune Magazine’s “Top 50 Corporate Leaders.” Mr. Missad’s experience as the chief executive officer of a publicly-held corporation, as well as a director of that corporation, provides a unique resource to the Board and management.
|
| |
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| |
|
| |
(.14%)
|
|
| |
Amount and
Nature of
Beneficial
Ownership(1)
|
| |
Percent of
Outstanding
|
| |
Beneficial
Ownership
(and percent)
Including
Certain
Deferred
Shares(2)
|
Directors whose term expire in 2022
|
| |
|
| |
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| |
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Dennis W. Archer Jr. (age 51)
|
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1,000
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| |
—
|
| |
1,947
|
Mr. Archer has been a member of our board since October 2020. Mr. Archer is the CEO of Ignition Media Group, a leading integrated marketing agency, and president and founding partner of Archer Corporate Services (ACS). ACS is one of the nation’s leading marketing fulfillment service firms, serving clients such as General Motors, Procter & Gamble, Johnson & Johnson, Prestige Brands and Blue Buffalo. Mr. Archer’s hospitality holding company, Congress Hospitality, is creator and managing partner of Central Kitchen + Bar. Previously Mr. Archer was a director of Main Street Bank, where he served on the audit committee, loan committee and CRA committee. Mr. Archer holds a law degree from the University of Michigan. Mr. Archer’s entrepreneurial experience, background in community banking and community involvement in Southeast Michigan make him a valuable contributor to our Board.
|
| |
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(.01%)
|
William J. Boer (age 65)
|
| |
36,383
|
| |
.17%
|
| |
36,383
|
Mr. Boer is President and Founder of Grey Dunes, an independent family office advisory firm in Grand Rapids, Michigan. He has been a member of our board since 2012. From 1995 to 2005, Mr. Boer served as Vice President and Chief Operating Officer of RDV Corporation, the family office of the Richard M. DeVos family. Prior to joining RDV Corporation in 1995, Mr. Boer was President of Michigan National Bank, Grand Rapids, and from 1987 to 1993 was Vice President for Administration and Finance at Calvin College. Mr. Boer’s past banking experience, his investment advisory expertise, and his broad experience in executive leadership roles within a number of industries provides important skill sets to our Board.
|
| |
|
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|
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(.17%)
|
Joan A. Budden (age 59)
|
| |
6,742
|
| |
.03%
|
| |
26,493
|
Ms. Budden has been a director since July 2015. She was President & CEO of Priority Health from January 2016 to January 2021, one of Michigan’s largest health plans with over $3 billion in revenue. Ms. Budden accepted the position having served as Chief Marketing Officer for Priority Health since 2009. Ms. Budden’s responsibilities as Chief Marketing Officer included leading strategic positioning and profitable growth for Priority Health’s individual, group commercial and government markets. Ms. Budden has more than 25 years of health insurance experience. She has held a number of leadership and executive management positions in the health insurance industry that include leading the individual consumer division, project management office and corporate strategy departments for Blue Cross Blue Shield of Michigan prior to joining Priority Health. Ms. Budden’s experience in a highly competitive and regulated industry that is undergoing significant change, as well as her marketing expertise and leadership skills, make her an important contributor to the Board.
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|
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(.12%)
|
|
| |
Amount and
Nature of
Beneficial
Ownership(1)
|
| |
Percent of
Outstanding
|
| |
Beneficial
Ownership
(and percent)
Including
Certain
Deferred
Shares(2)
|
Michael J. Cok (age 59)
|
| |
—
|
| |
—
|
| |
12,991
|
Mr. Cok has been a member of the board since June 2017. He is the President of Foremost, a division of Farmers Group, Inc., which manages the insurance operations of the Farmers Insurance Group of Exchanges (Farmers Insurance Exchange, Fire Insurance Exchange and Truck Insurance Exchange). He also serves as President of Foremost Insurance Company, Grand Rapids, Michigan, and its subsidiaries, which are wholly-owned subsidiaries of the Exchanges. Farmers Group, Inc. is a wholly-owned subsidiary of the Zurich Insurance Group Ltd. family of insurance companies. Foremost provides a variety of specialty, personal lines insurance products throughout the United States. Mr. Cok is a certified public accountant and is active in a variety of charitable and civic organizations. Mr. Cok’s role as an executive of a large insurance company, his accounting background, and his community involvement make him a valuable contributor to the Board.
|
| |
|
| |
|
| |
(.06%)
|
Directors with terms expiring in 2023
|
| |
|
| |
|
| |
|
Terance L. Beia (age 61)
|
| |
36,289
|
| |
.17%
|
| |
36,289
|
Mr. Beia was appointed to the Board in April 2018 in conjunction with the Company’s acquisition of Traverse City State Bank (“TCSB”). He is active in the oil and gas exploration industry and he owns and manages commercial and residential real estate holdings in the Traverse City area. He served on the TCSB Board of Directors for 17 years. Mr. Beia’s business experience in the Traverse City area and long-term service with TCSB make him a valuable contributor to our Board.
|
| |
|
| |
|
| |
(.17%)
|
Stephen L. Gulis, Jr. (age 63)
|
| |
—
|
| |
—
|
| |
52,833
|
Mr. Gulis retired in 2008 as the Executive Vice President and President of Wolverine Worldwide Global Operations Group. He served as Executive Vice President, CFO and Treasurer of Wolverine Worldwide prior to his appointment as President, Global Operations. He became a director of IBCP in 2004. Mr. Gulis’ prior experience as a chief financial officer of a major corporation is an important skill set to have on the Board. In addition, his prior experience with a corporation that is subject to the reporting requirements of the Securities Exchange Act of 1934 provides additional value to the Board.
|
| |
|
| |
|
| |
(.24%)
|
William B. Kessel (age 56)
|
| |
132,818(4)
|
| |
.61%
|
| |
132,818
|
Mr. Kessel serves as President and CEO of IBCP and Independent Bank. He became a director of IBCP on January 1, 2013. Prior to his appointment as CEO as of January 1, 2013, Mr. Kessel served as President since April 1, 2011, and as Chief Operating Officer from 2007 to 2011. He also served as President of Independent Bank (prior to the consolidation of our four bank charters) from 2004 to 2007. Prior to joining IBCP in 1994, Mr. Kessel worked for a regional certified public accounting firm in their financial institutions group. Mr. Kessel has over 30 years of service in the financial services industry. His positions with the Company and those experiences make him a particularly important component of the Board.
|
| |
|
| |
|
| |
(.61%)
|
(1)
|
Except as described in the following notes, each nominee or incumbent director owns the shares directly and has sole voting and investment power or shares voting and investment power with his or her spouse under joint ownership.
|
(2)
|
Certain of our directors have made elections to defer fees they received or will receive for service as a director and to have such fees paid to them in shares of our common stock after their retirement from the Board. These elections were made pursuant to the terms of the Deferred Compensation and Stock Purchase Plan for Non-employee Directors described under “Director Compensation” below. Until such shares are issued to the director, the director does not have the right to vote or sell the shares, so the shares are not deemed “beneficially owned” by the director for purposes of this table. However, because these shares represent a material portion of certain directors’ investment in the Company, we are presenting them in this additional column. As of February 19, 2021, a total of 111,110 of our outstanding shares of common stock have been issued to, and are being held by, a trust to be issued to directors pursuant to the foregoing plan.
|
(3)
|
Includes 11,098 shares held in a foundation that Mr. Missad has voting and investment power over.
|
(4)
|
Includes 6,448 shares allocated to Mr. Kessel’s account in the Independent Bank Corporation Employee Stock Ownership Plan (“ESOP”).
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Name
|
| |
Amount and Nature of
Beneficial Ownership(1)(2)
|
| |
Percent of
Outstanding
|
William B. Kessel
|
| |
132,818
|
| |
.61
|
Gavin A. Mohr
|
| |
116,975(3)
|
| |
.53
|
Patrick J. Ervin
|
| |
23,325
|
| |
.11
|
Stefanie M. Kimball
|
| |
67,225
|
| |
.31
|
Dennis J. Mack
|
| |
37,511
|
| |
.17
|
Robert N. Shuster
|
| |
2,460
|
| |
.01
|
Stephen A. Erickson
|
| |
—
|
| |
—
|
All executive officers and directors as a group (consisting of 20 persons)
|
| |
1,086,121(4)
|
| |
4.96
|
(1)
|
In addition to shares held directly or under joint ownership with their spouses, beneficial ownership includes shares that are issuable under options exercisable within 60 days, and shares that are allocated to their accounts as participants in the ESOP.
|
Does not include shares that may be issued pursuant to performance unit shares granted to each Named Executive in January 2019, 2020 and 2021, as described under “Executive Compensation” below.
|
(3)
|
Includes 111,110 shares of our outstanding common stock being held in trust for issuance to directors pursuant to our Deferred Compensation and Stock Purchase Plan for Non-employee Directors. See footnote (2) on page 13 above. As co-trustee, Mr. Mohr shares voting and investment power over these shares and is therefore deemed to beneficially own these shares for purposes of this table. The executive officer has no pecuniary interest in the shares.
|
(4)
|
Beneficial ownership is disclaimed as to 503,012 shares, all of which are held in the ESOP for employees other than executive officers.
|
•
|
Approving the independent auditor and its annual audit plan, as well as our Internal Audit Department annual plan; and,
|
•
|
Receiving periodic reports from our independent auditors and our Internal Audit Department.
|
|
| |
Year Ended
December 31,
|
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|
| |
2020
|
| |
2019
|
Audit fees
|
| |
$379,000
|
| |
$368,000
|
Audit related fees(1)
|
| |
100,750
|
| |
73,200
|
Tax fees(2)
|
| |
72,150
|
| |
61,750
|
All other fees
|
| |
8,000
|
| |
7,500
|
Total
|
| |
$559,900
|
| |
$510,450
|
(1)
|
Consists primarily of fees for an audit required under a Housing and Urban Development (“HUD”) loan program and additional fees due to audit requirements related to our Ginnie Mae seller-servicer activities and for audit procedures related to our current expected credit loss (“CECL”) implementation. 2020 includes additional fees for audit procedures related to our data processing conversion.
|
(2)
|
Consists of fees related to the preparation of corporate tax returns and amounts for tax advice and tax planning services.
|
1
|
The following financial institutions comprise the peer group entities in evaluating peer group compensation.
|
Bryan Mawr Bank Corp.
|
| |
S.Y. Bancorp, Inc.
|
Community Trust Bancorp, Inc.
|
| |
Horizon Bancorp
|
Peoples Bancorp Inc.
|
| |
First Mid-Illinois Bancshares, Inc.
|
Mercantile Bank Corporation
|
| |
West Bancorporation, Inc.
|
German American Bancorp, Inc.
|
| |
MidWestOne Financial Group, Inc.
|
HBT Financial, Inc.
|
| |
Nicolet Bancshares, Inc.
|
Old Second Bancorp, Inc.
|
| |
CNB Financial Corporation
|
Macatawa Bank Corporation
|
| |
Civista Bancshares Inc.
|
QCR Holdings, Inc.
|
| |
Farmers National Banc Corp
|
First Financial Corporation
|
| |
Lakeland Financial Corp
|
•
|
Base Salary;
|
•
|
Annual Cash Incentive; and
|
•
|
Long-Term Incentive Compensation, generally payable in the form of equity-based compensation.
|
|
| |
Earnings Per
Share1
|
| |
Organic Deposit
Growth
|
| |
Efficiency
Ratio
|
| |
Non-Performing
Assets to
Total Assets
|
Threshold (50%)
|
| |
$2.02
|
| |
2.50%
|
| |
63.00%
|
| |
0.40%
|
Target (100%)
|
| |
$2.10
|
| |
5.00%
|
| |
61.00%
|
| |
0.30%
|
Maximum (200%)
|
| |
$2.26
|
| |
10.00%
|
| |
57.00%
|
| |
0.20%
|
|
| |
|
| |
|
| |
|
| ||
2020 Performance
|
| |
$2.53
|
| |
22.00%
|
| |
59.24%
|
| |
0.21%
|
Performance Factor
|
| |
2.00
|
| |
2.00
|
| |
1.44
|
| |
1.90
|
Relative Weight
|
| |
40.00%
|
| |
16.00%
|
| |
12.00%
|
| |
12.00%
|
Payout Ratio2
|
| |
.80
|
| |
.32
|
| |
.17
|
| |
.23
|
(1)
|
Determined after giving effect to total incentive compensation expense for the year.
|
(2)
|
An employee's total cash incentive is determined by multiply his or her target bonus by each payout ratio and adding those amounts, plus the individual performance bonus.
|
|
| |
Earnings Per
Share(1)
|
| |
Organic Deposit
Growth
|
| |
Efficiency
Ratio
|
| |
Non-Performing
Assets to
Total Assets
|
Threshold (50%)
|
| |
$2.10
|
| |
2.5%
|
| |
62.00%
|
| |
0.40%
|
Target (100%)
|
| |
$2.30
|
| |
5.0%
|
| |
60.00%
|
| |
0.30%
|
Maximum (200%)
|
| |
$2.70
|
| |
10.0%
|
| |
56.00%
|
| |
0.20%
|
Relative Weight
|
| |
40%
|
| |
16%
|
| |
12%
|
| |
12%
|
(1)
|
Determined after giving effect to total incentive compensation expense for the year.
|
Named Executive
|
| |
Number of Shares of
Restricted Stock(1)
|
| |
Number of
Performance Units
|
William B. Kessel
|
| |
5,551
|
| |
5,551
|
Gavin A. Mohr
|
| |
—
|
| |
—
|
Stefanie M. Kimball
|
| |
2,386
|
| |
2,386
|
Dennis J. Mack
|
| |
2,386
|
| |
2,386
|
Patrick J. Ervin
|
| |
2,207
|
| |
2,207
|
Stephen A. Erickson (former CFO)
|
| |
2,602
|
| |
2,602
|
Robert N. Shuster (interim CFO)
|
| |
—
|
| |
—
|
(1)
|
The market price of our common stock was $22.29 on the date of grant.
|
Named Executive
|
| |
Number of Shares of
Restricted Stock(1)
|
| |
Number of
Performance Shares
|
William B. Kessel
|
| |
6,525
|
| |
6,525
|
Gavin Mohr
|
| |
2,865
|
| |
2,865
|
Stefanie M. Kimball
|
| |
2,804
|
| |
2,804
|
Dennis J. Mack(2)
|
| |
—
|
| |
—
|
Patrick J. Ervin
|
| |
5,125
|
| |
2,625
|
Stephen A. Erickson
|
| |
—
|
| |
—
|
Robert N. Shuster
|
| |
—
|
| |
—
|
(1)
|
The market price of our common stock was $19.54 on the date of grant.
|
(2)
|
Mr. Mack retired from the Company on January 29, 2021.
|
Company TSR Relative
to Peer Group Index
|
| |
Earn out Percentage
|
2 times or more
|
| |
200%
|
1.5 times Index
|
| |
150%
|
Equal to Index
|
| |
100%
|
.5 times Index
|
| |
50%
|
Below .5 times Index
|
| |
0%
|
Name and Principal Position
|
| |
Year
|
| |
Salary(1)
|
| |
Stock
Awards(2)
|
| |
Non-Equity
Incentive
Plan
Compensation(3)
|
| |
All Other
Compensation(4)
|
| |
Totals
|
William B. Kessel
President and Chief Executive
Officer
|
| |
2020
|
| |
$510,000
|
| |
$257,400
|
| |
$469,404
|
| |
$56,415
|
| |
$1,293,219
|
|
2019
|
| |
495,000
|
| |
251,172
|
| |
286,783
|
| |
68,040
|
| |
1,100,995
|
||
|
2018
|
| |
480,000
|
| |
232,979
|
| |
349,870
|
| |
52,554
|
| |
1,115,403
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Gavin A. Mohr(5)
Executive Vice President and
Chief Financial Officer
|
| |
2020
|
| |
86,154
|
| |
42,900
|
| |
64,243
|
| |
18,100
|
| |
211,397
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Patrick J. Ervin
Executive Vice President -
Mortgage Banking
|
| |
2020
|
| |
256,500
|
| |
102,339
|
| |
197,074
|
| |
34,993
|
| |
590,906
|
|
2019
|
| |
246,000
|
| |
97,314
|
| |
118,466
|
| |
40,602
|
| |
502,382
|
||
|
2018
|
| |
232,500
|
| |
150,164
|
| |
142,937
|
| |
24,890
|
| |
550,491
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Stefanie M. Kimball
Executive Vice President -
Chief Risk Officer
|
| |
2020
|
| |
274,000
|
| |
110,639
|
| |
210,520
|
| |
34,058
|
| |
629,217
|
|
2019
|
| |
266,000
|
| |
108,284
|
| |
130,736
|
| |
33,128
|
| |
538,148
|
||
|
2018
|
| |
258,700
|
| |
101,386
|
| |
152,653
|
| |
30,868
|
| |
543,607
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Dennis J. Mack(6)
Executive Vice President -
Chief Lending Officer
|
| |
2020
|
| |
274,000
|
| |
110,639
|
| |
199,560
|
| |
28,892
|
| |
613,091
|
|
2019
|
| |
266,000
|
| |
108,284
|
| |
119,032
|
| |
28,153
|
| |
521,469
|
||
|
2018
|
| |
258,700
|
| |
101,386
|
| |
147,653
|
| |
27,144
|
| |
534,883
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Robert N. Shuster(7)
Interim Executive Vice President
and Chief Financial Officer
|
| |
2020
|
| |
137,589
|
| |
—
|
| |
—
|
| |
19,961
|
| |
157,550
|
|
2019
|
| |
278,000
|
| |
112,003
|
| |
127,714
|
| |
36,729
|
| |
554,446
|
||
|
2018
|
| |
267,525
|
| |
104,595
|
| |
152,666
|
| |
35,251
|
| |
560,037
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Stephen A. Erickson(8)
Former Executive Vice President
and Chief Financial Officer
|
| |
2020
|
| |
158,106
|
| |
120,655
|
| |
—
|
| |
99,061
|
| |
377,822
|
|
2019
|
| |
72,500
|
| |
173,760
|
| |
—
|
| |
71,073
|
| |
317,333
|
(1)
|
Includes elective deferrals by employees pursuant to Section 401(k) of the Internal Revenue Code.
|
(2)
|
The amounts set forth in this column represent the aggregate fair value of awards as of the grant date, computed in accordance with FASB ASC topic 718, “Compensation - Stock Compensation”. The assumptions used in calculating these award amounts are set forth in Note 14, of the Company's 2020 Annual Report.
|
(3)
|
The amounts set forth in this column for 2020 represent cash bonuses paid to the Named Executives on February 5, 2021, under the terms of the Company's Management Incentive Compensation Plan for the annual period ended December 31, 2020. The amounts set forth in this column for 2019 represent cash bonuses paid to the Named Executives on February 7, 2020, under the terms of the Company's Management Incentive Compensation Plan for the annual period ended December 31, 2019. The amounts set forth in this column for 2018 represent cash bonuses paid to the Named Executives on February 8, 2019, under the terms of the Company's Management Incentive Compensation Plan for the annual period ended December 31, 2018. In addition, Mr. Ervin was paid an additional cash bonus in February, 2018 relating to certain pre-established goals related to 2017 mortgage lending activity.
|
(4)
|
The amounts set forth in this column include our contributions to the ESOP (subject to certain age and service requirements, all employees are eligible to participate in the ESOP), matching contributions to qualified defined contribution plans, IRS determined personal use of company owned automobiles, dividends on restricted stock, and country club and other social club dues. Other compensation for Mr. Erickson in 2020 includes the second half of a signing bonus of $65,000 and a payment upon severance of employment of $22,308 as well as the first half of a signing bonus in 2019. Other compensation for Mr. Mohr in 2020 includes a signing bonus of $17,500.
|
(5)
|
Mr. Mohr was appointed as the Company's Chief Financial Officer on September 14, 2020.
|
(6)
|
Mr. Mack retired from the Company on January 29, 2021.
|
(7)
|
Mr. Shuster served as the Company's Chief Financial Officer from June 23, 2020, through September 13, 2020.
|
(8)
|
Mr. Erickson served as the Company's Chief Financial Officer through June 23, 2020.
|
|
| |
|
| |
Estimated Possible Payouts
Under Non-Equity
Incentive Plan Awards(1)
|
| |
Estimated Future Payouts
Under Equity
Incentive Plan Awards(2)
|
| |
All Other
Stock
Awards:
Number
of Shares
of Stock(3)
|
| |
Grant Date
Fair Value
of Stock
and Option
Awards($)(4)
|
||||||||||||
Name
|
| |
Grant
Date
|
| |
Threshold
$
|
| |
Target
$
|
| |
Maximum
$
|
| |
Threshold
#
|
| |
Target
#
|
| |
Maximum
#
|
| |||||
William B. Kessel
|
| |
01/21/20
|
| |
127,500
|
| |
255,000
|
| |
510,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
01/21/20
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
5,551
|
| |
11,102
|
| |
—
|
| |
133,668
|
||
|
01/21/20
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
5,551
|
| |
123,732
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Gavin A. Mohr
|
| |
09/14/20
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
3,000
|
| |
42,900
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Patrick J. Ervin
|
| |
01/21/20
|
| |
51,300
|
| |
102,600
|
| |
205,200
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
01/21/20
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
2,207
|
| |
4,414
|
| |
—
|
| |
53,145
|
||
|
01/21/20
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
2,207
|
| |
49,194
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Stefanie M. Kimball
|
| |
01/21/20
|
| |
54,800
|
| |
109,600
|
| |
219,200
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
01/21/20
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
2,386
|
| |
4,772
|
| |
—
|
| |
57,455
|
||
|
01/21/20
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
2,386
|
| |
53,184
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Dennis J. Mack
|
| |
01/21/20
|
| |
54,800
|
| |
109,600
|
| |
219,200
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
01/21/20
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
2,386
|
| |
4,772
|
| |
—
|
| |
57,455
|
||
|
01/21/20
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
2,386
|
| |
53,184
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Robert N. Shuster
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Stephen A. Erickson
|
| |
01/21/20
|
| |
58,000
|
| |
116,000
|
| |
232,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
01/21/20
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
2,602
|
| |
5,204
|
| |
—
|
| |
62,656
|
||
|
01/21/20
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
2,602
|
| |
57,999
|
(1)
|
The amounts in these three columns relate to grants made to the Named Executives in January 2020 pursuant to the 2020 Management Incentive Compensation Plan, an annual cash incentive plan. These awards were payable based on various objectives to be achieved during 2020, as discussed under “Compensation Discussion and Analysis - Annual Cash Incentives” above. The amounts in the “Threshold” column reflect the minimum amounts payable to each NEO if threshold performance was achieved for each of the performance metrics under this incentive plan. There were no minimum amounts payable pursuant to these awards; the amounts in the “Maximum” column reflect the maximum amounts payable pursuant to these awards; and the amounts in the “Target ”column represent the target bonus amount. In January 2021, the actual amounts payable to the Named Executives pursuant to these awards were determined and paid as reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above.
|
(2)
|
The amounts in these three columns reflect the grant of performance share units pursuant to our Long-Term Incentive Plan. The performance share units represent shares of the Company's common stock and are issuable to participants at the end of the three-year performance period beginning on the date that the performance share units are granted. The number of performance shares reflects the number of shares of common stock that may be issued if certain Total Shareholders Return (TSR) goals are met. The total number of shares which finally vest may vary from zero to 200% of the target amount, depending upon the Company's performance relative to the established TSR goals. (See Compensation Discussion and Analysis above).
|
(3)
|
The amounts in this column represent grants of restricted stock made pursuant to our Long-Term Incentive Plan. These shares of restricted stock will vest in full on the third anniversary of the grant date if the employee remains employed by the Company through that date.
|
(4)
|
Aggregate grant date values are computed in accordance with FASB ASC Topic 718. For performance share units, the grant date fair value was determined based upon the vesting of 100% of the target shares awarded.
|
Name
|
| |
|
| |
Stock Awards
|
|||||||||
|
|
| |
|
| |
|
| |
Equity Incentive Plan Awards:
|
|||||
|
Grant
Date
|
| |
Number of Shares
or Units of Stock
That Have
Not Vested(1)
|
| |
Market Value of
Shares or Units of
Stock That Have
Not Vested(2)
|
| |
Number of Unearned
Shares or Units of Stock
That Have
Not Vested(3)
|
| |
Market or Payout Value of
Unearned Shares or
Units of Stock That Have
Not Vested(3)
|
||
William B. Kessel
|
| |
01/23/18
|
| |
4,936
|
| |
91,168
|
| |
—
|
| |
—
|
|
01/23/18
|
| |
—
|
| |
—
|
| |
4,936
|
| |
91,168
|
||
|
01/22/19
|
| |
5,335
|
| |
98,537
|
| |
—
|
| |
—
|
||
|
01/22/19
|
| |
—
|
| |
—
|
| |
5,335
|
| |
98,537
|
||
|
01/21/20
|
| |
5,551
|
| |
102,527
|
| |
—
|
| |
—
|
||
|
01/21/20
|
| |
—
|
| |
—
|
| |
5,551
|
| |
102,527
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
Gavin A. Mohr
|
| |
09/14/20
|
| |
3,000
|
| |
55,410
|
| |
—
|
| |
—
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
Patrick J. Ervin
|
| |
08/29/16
|
| |
—
|
| |
—
|
| |
10,000
|
| |
184,700
|
|
01/23/18
|
| |
1,974
|
| |
36,460
|
| |
—
|
| |
—
|
||
|
01/23/18
|
| |
—
|
| |
—
|
| |
1,974
|
| |
36,460
|
||
|
01/23/18
|
| |
807
|
| |
14,905
|
| |
—
|
| |
—
|
||
|
01/22/19
|
| |
2,067
|
| |
38,177
|
| |
—
|
| |
—
|
||
|
01/22/19
|
| |
—
|
| |
—
|
| |
2,067
|
| |
38,177
|
||
|
01/21/20
|
| |
2,207
|
| |
40,763
|
| |
—
|
| |
—
|
||
|
01/21/20
|
| |
—
|
| |
—
|
| |
2,207
|
| |
40,763
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
Stefanie M. Kimball
|
| |
01/23/18
|
| |
2,148
|
| |
39,674
|
| |
—
|
| |
—
|
|
01/23/18
|
| |
—
|
| |
—
|
| |
2,148
|
| |
39,674
|
||
|
01/22/19
|
| |
2,300
|
| |
42,481
|
| |
—
|
| |
—
|
||
|
01/22/19
|
| |
—
|
| |
—
|
| |
2,300
|
| |
42,481
|
||
|
01/21/20
|
| |
2,386
|
| |
44,069
|
| |
—
|
| |
—
|
||
|
01/21/20
|
| |
—
|
| |
—
|
| |
2,386
|
| |
44,069
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
Dennis J. Mack
|
| |
01/23/18
|
| |
2,148
|
| |
39,674
|
| |
—
|
| |
—
|
|
01/23/18
|
| |
—
|
| |
—
|
| |
2,148
|
| |
39,674
|
||
|
01/22/19
|
| |
2,300
|
| |
42,481
|
| |
—
|
| |
—
|
||
|
01/22/19
|
| |
—
|
| |
—
|
| |
2,300
|
| |
42,481
|
||
|
01/21/20
|
| |
2,386
|
| |
44,069
|
| |
—
|
| |
—
|
||
|
01/21/20
|
| |
—
|
| |
—
|
| |
2,386
|
| |
44,069
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
Robert N. Shuster
|
| |
01/23/18
|
| |
—
|
| |
—
|
| |
2,216
|
| |
40,930
|
|
01/22/19
|
| |
—
|
| |
—
|
| |
793
|
| |
14,647
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
Stephen A. Erickson
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
(1)
|
The shares of restricted stock granted in 2018, 2019 and 2020 cliff vest in three years from the date of grant. The number of shares shown in this column reflect the number of shares originally granted through the end of calendar year 2020.
|
(2)
|
The market value of the shares of restricted stock that have not vested is based on the closing price of our common stock as of December 31, 2020, which was $18.47.
|
(3)
|
The number of shares that may be issued under our performance share unit awards depends upon the achievement of certain TSR goals determined as of the third anniversary (fifth anniversary for the 2016 grant to Mr. Ervin) of the grant date. The number and value of the awards reflect the target level of performance unit shares granted based on the closing price of our common stock as of December 31, 2020, which was $18.47.
|
|
| |
Stock Awards
|
|||||||||
|
| |
Restricted Stock
|
| |
Performance Shares
|
||||||
Name
|
| |
Number of
Shares
Acquired
on Vesting
|
| |
Value Realized
on Vesting(1)
|
| |
Number of
Shares
Acquired
on Vesting(2)
|
| |
Value Realized
on Vesting(2)
|
William B. Kessel
|
| |
5,442
|
| |
$120,214
|
| |
5,548
|
| |
$122,555
|
Gavin A. Mohr
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Patrick Ervin
|
| |
1,560
|
| |
34,622
|
| |
10,573
|
| |
159,165
|
Stefanie M. Kimball
|
| |
2,358
|
| |
52,088
|
| |
2,404
|
| |
53,104
|
Dennis J. Mack
|
| |
2,359
|
| |
52,110
|
| |
2,405
|
| |
53,126
|
Robert N. Shuster
|
| |
4,686
|
| |
101,901
|
| |
2,463
|
| |
54,408
|
Stephen A. Erickson
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
(1)
|
Represents the fair market value of shares of restricted stock as of the date of vesting.
|
(2)
|
Represents the number of shares earned with respect to performance shares granted in 2017 and corresponding value on the date the shares were issued. Mr. Ervin’s amount also includes shares earned with respect to performance shares granted in 2016 and corresponding value on the date the shares were issued.
|
Name
|
| |
Executive
Officer
Contributions in
Last Fiscal
Year ($)(1)
|
| |
Registrant
Contributions in
Last Fiscal
Year ($)(2)
|
| |
Aggregate
Earnings in
Last Fiscal
Year ($)(3)
|
| |
Aggregate
Withdrawls/
Distributions
|
| |
Aggregate
Balance at
Fiscal Year
End ($)
|
William B. Kessel
|
| |
$33,974
|
| |
$13,302
|
| |
$(42,643)
|
| |
$—
|
| |
$162,958
|
Gavin A. Mohr
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Patrick Ervin
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Stefanie M. Kimball
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Dennis J. Mack
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Robert N. Shuster
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Stephen A. Erickson
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
(1)
|
Amounts in this column represent the deferrals of base salary earned in 2020 which are included in Summary Compensation Table under Salary, plus deferral of amounts earned in 2019 and paid in 2020 under the Company’s Management Incentive Plan which was included in the Summary Compensation Table under Non-Equity Incentive Plan Compensation.
|
(2)
|
Amounts in this column represent the Company’s contribution and are included in the “All Other Compensation” column of the Summary Compensation Table.
|
(3)
|
Amounts reflect increases (decreases) in value of the employee’s account during the year, based upon deemed investment deferred amounts.
|
Executive Name
|
| |
Estimated Liability
for Severance
Payments & Benefit
Amounts Under
Continuity Agreements
|
| |
Payment Limitation
Based on IRS
Section 280G Limitation on
Severance Amounts(1)
|
William B. Kessel
|
| |
$2,768,913
|
| |
$3,243,214
|
Gavin A. Mohr
|
| |
993,052
|
| |
923,865
|
Patrick Ervin
|
| |
1,304,699
|
| |
1,246,528
|
Stefanie M. Kimball
|
| |
1,419,164
|
| |
1,571,436
|
Dennis J. Mack
|
| |
1,369,879
|
| |
1,603,396
|
Robert N. Shuster(2)
|
| |
—
|
| |
—
|
Stephen A. Erickson(2)
|
| |
—
|
| |
—
|
(1)
|
The total amounts that may be payable under the Management Continuity Agreements are subject to and limited by Internal Revenue Service Section 280G. This column indicates the estimated payout based on IRS limitations.
|
(2)
|
Mr. Shuster and Mr. Erickson were not employed by the Company on December 31, 2020.
|
|
| |
Fees Earned or Paid in
|
| |
|
|||
Name
|
| |
Cash(1)(2)
|
| |
Stock(1)(2)
|
| |
Total
|
|
| |
|
| |
|
| |
|
Dennis W. Archer, Jr.
|
| |
$7,500
|
| |
$7,500
|
| |
$15,000
|
William J. Boer(3)
|
| |
33,000
|
| |
33,000
|
| |
66,000
|
Joan A. Budden(4)
|
| |
—
|
| |
66,000
|
| |
66,000
|
Terance L Beia
|
| |
60,000
|
| |
—
|
| |
60,000
|
Michael J. Cok
|
| |
—
|
| |
60,000
|
| |
60,000
|
Stephen L. Gulis(5)
|
| |
68,000
|
| |
—
|
| |
68,000
|
Christina L. Keller
|
| |
—
|
| |
60,000
|
| |
60,000
|
Ronia F. Kruse
|
| |
—
|
| |
60,000
|
| |
60,000
|
Michael M. Magee(6)
|
| |
85,000
|
| |
—
|
| |
85,000
|
Matthew J. Missad
|
| |
24,000
|
| |
36,000
|
| |
60,000
|
|
| |
$277,500
|
| |
$322,500
|
| |
$600,000
|
(1)
|
For 2020, fees were paid in the form of cash and the Company’s common stock, as described above. No stock options were awarded to the Board during 2020.
|
(2)
|
Mr. Kessel, our President and CEO, receives no additional compensation for his service as director. All compensation paid to Mr. Kessel for 2020 is reported in the Summary Compensation Table above.
|
(3)
|
Includes additional retainer for service as chairperson of the nominating and corporate governance committee during 2020.
|
(4)
|
Includes additional retainer for services as chairperson of the compensation committee during 2020.
|
(5)
|
Includes additional retainer for service as chairperson of the audit committee during 2020.
|
(6)
|
Includes additional fee for service as chairperson of the board.
|