UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 21, 2014

 

 

UNITED COMMUNITY FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

 

 

 

OHIO   0-024399   34-1856319

(State or other jurisdiction

of incorporation)

 

(Commission

File No.)

 

(IRS Employer

I.D. No.)

275 West Federal Street, Youngstown, Ohio 44503-1203

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (330) 742-0500

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Section 5 – Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On January 21, 2014, the Compensation Committee and the Board of Directors of United Community approved the United Community Financial Corp. & The Home Savings and Loan Company Executive Incentive Plan (the “EIP”). The EIP provides incentive compensation awards to certain named executive officers of United Community and Home Savings. Executive incentive awards for each year are generally based upon the actual performance of United Community for the 12 months ending September 30 compared to the actual performance of a peer group during the same 12-month period. The following description of the EIP is qualified in its entirety by reference to the complete terms of the EIP, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

The target incentive awards for each year are measured as a percentage of the base salary of the named executive officers, as follows: Patrick W. Bevack—50%; and Timothy W. Esson, Matthew T. Garrity, Jude J. Nohra and James R. Reske—40%. Once the awards under the EIP are calculated, they are paid 80% in cash and 20% in restricted stock. The restricted stock will be granted under the Amended and Restated United Community Financial Corp. 2007 Long-Term Incentive Plan and vest equally over three years, beginning on the first anniversary of the award.

Each year, the calculation of the incentive awards under the EIP is determined by where United Community’s actual performance falls in comparison to the peer group for four of six weighted performance measures. The comparison is based upon percentiles that correspond to a threshold level for each performance measure. The fifth and sixth performance measures, net income and net loan growth, are evaluated in comparison to United Community’s Board-approved budget. The threshold levels achieved are used to determine the bonus percentage for that performance measure. The bonus percentage is multiplied by the performance measure’s assigned weighting and by the executive’s percentage of annual base salary to determine what amount, if any, is awarded for United Community’s actual performance for that performance measure for that year. The amount earned for each performance measure is added together to determine the total incentive award under the EIP for that year.

The EIP provides that United Community must report positive net income for the fiscal year before any awards are met.

The EIP further provides that a participant in the EIP must be employed with United Community on the date the award is made; otherwise, the participant is not entitled to any award. The Board maintains discretion to amend, modify, terminate or otherwise adjust the EIP as necessary.


On January 21, 2014, the Compensation Committee and the Board of Directors of United Community also approved the United Community Financial Corp. & The Home Savings and Loan Company Long-Term Incentive Plan (the “LTIP”). The LTIP provides incentive compensation awards to certain named executive officers of United Community and Home Savings, whose participation and target award opportunities will be approved by the Compensation Committee. Executive incentive awards for each year are generally based upon the actual performance of United Community for the 36 months ending December 31 compared to the actual performance of a peer group during the same 36-month period. The following description of the LTIP is qualified in its entirety by reference to the complete terms of the LTIP, a copy of which is attached hereto as Exhibit 10.2 and incorporated by reference herein.

Performance share units (“PSUs”) for each year are granted as a percentage of the base salary of the named executive officers, as follows: Patrick W. Bevack—25%; and Timothy W. Esson, Matthew T. Garrity, Jude J. Nohra and James R. Reske—20%, divided by United Community’s average stock price for the 20 trading days prior to the grant of PSUs. Once the awards are calculated at the end of each three-year performance period, they are paid in unrestricted stock. The unrestricted stock will be granted under the Amended and Restated United Community Financial Corp. 2007 Long-Term Incentive Plan or such other plan as approved by the Board and the shareholders.

At the end of each third year after the grant of PSUs, the calculation of the incentive awards under the LTIP is determined by where United Community’s actual performance falls in comparison to the peer group for two of three weighted performance measures. The comparison is based upon percentiles that correspond to a threshold level for each performance measure. The third performance measure, three-year cumulative net income, is evaluated in comparison to United Community’s strategic plan. The threshold levels achieved are used to determine the bonus percentage for that performance measure. The bonus percentage is multiplied by the performance measure’s assigned weighting and by the executive’s percentage of annual base salary to determine what amount, if any, is awarded for United Community’s actual performance for that performance measure for the performance period. The amount earned for each performance measure is added together to determine the total incentive award under the LTIP for that year.

The LTIP further provides that a participant in the LTIP must be employed with United Community on the date the award is made; otherwise, the participant is not entitled to any award. The Board maintains discretion to amend, modify, terminate or otherwise adjust the LTIP as necessary.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number

  

Description

10.1    Executive Incentive Plan
10.2    Long-Term Incentive Plan


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

UNITED COMMUNITY FINANCIAL CORP.
By:  

/s/ Jude J. Nohra

  Jude J. Nohra, General Counsel & Secretary

Date: January 27, 2014

Exhibit 10.1

UNITED COMMUNITY FINANCIAL CORP. &

THE HOME SAVINGS AND LOAN COMPANY OF YOUNGSTOWN, OHIO

EXECUTIVE INCENTIVE PLAN

Adopted January 21, 2014

The United Community Financial Corp.’s (the “Company”) Executive Incentive Plan (“EIP”) provides an annual incentive compensation opportunity to certain executive officers, which at the time of adoption of the EIP included Patrick W. Bevack, President and CEO of the Company and the Company’s wholly-owned subsidiary, The Home Savings and Loan Company of Youngstown, Ohio (“Home Savings”), James R. Reske, Treasurer and Chief Financial Officer of the Company and Executive Vice President of Home Savings, Jude J. Nohra, General Counsel and Secretary of the Company and Executive Vice President, Corporate Governance, General Counsel, and Secretary of Home Savings, Matthew T. Garrity, Executive Vice President, Credit Administration and Commercial Lending of Home Savings and Timothy W. Esson, Senior Vice President, Chief Financial Officer and Treasurer of Home Savings. Executive incentive award payouts are based upon the actual performance of the Company for a given year by comparing the 12 months ended September 30 to the actual performance of the peer group (see below) during the same 12 month period, or by comparing actual performance results for the fiscal year to annual budget goals See the “Weightings” table below.

Target Award Opportunities and Form of Payout :

Each participant has a target EIP opportunity, defined as a percentage of base salary as follows: 50% of base salary for Mr. Bevack, and 40% for Messrs. Esson, Garrity, Nohra and Reske. Following the end of the calendar year, the Compensation Committee will certify performance results relative to goals and determine the earned EIP award. Eighty percent (80%) of the earned EIP award will be paid in cash as soon as practicable, and the remaining twenty percent (20%) will be paid in restricted shares. The restricted stock awards will be awarded under the Amended and Restated United Community Financial Corp. 2007 Long-Term Incentive Plan and vest equally over three years, beginning on the first anniversary of the award.

Peer Group :

The Compensation Committee and the Board of Directors previously developed a peer group, which it periodically reviews and revises as necessary. The peer group currently includes the following eighteen (18) organizations:

 

BankFinancial Corp (BFIN)    Horizon Bancorp. (HBNC)
ESB Financial Corporation (ESBF)    Lakeland Financial Corporation (LKFN)
Farmers National Banc Corp (FMNB)    LCNB Bancorp Inc. (LCNB)
Farmers & Merchants Bancorp (FMAO)    LNB Bancorp Inc. (LNBB)
First Busey (BUSE)    MainSource Financial Group, Inc. (MSFG)
First Defiance Financial Corp. (FDEF)    Mutualfirst Financial Inc. (MFSF)
First Financial Corporation (THFF)    Peoples Bancorp Inc. (PEBO)
First Mid-Illinois Bancshares (FMBH)    QCR Holdings, Inc. (QCRH)
German American Bancorp Inc. (GABC)    TriState Capital Holdings Inc. (TSC)

Net Income Trigger :

In order for any awards to be made under the EIP for a calendar year’s performance, the Company must report positive net income for the fiscal year, calculated in accordance with GAAP, but adjusted to exclude the effect of extraordinary items. If this trigger is met, incentive awards will be calculated as described below.

Performance Measures, Weightings, Goals, and Payout Calibration :

The Compensation Committee has identified six financial performance measures that are aligned with the Company’s goals. Each of the six performance measures has a weighting ranging from 10% to 30%. The Company’s results on four of the six measures will be evaluated relative to the peer group. The other measures (Net Income and Net Loan Growth) will be evaluated relative to the Board-approved annual budget.

The Performance-Payout Table below describes the six performance measures, their respective weighting, how performance on each measure will be evaluated (relative to peers or relative to budget) and the goals for threshold performance, target performance and superior performance. Achievement of the target performance goal will result in 100% of target payout for the respective measure, while achievement of the superior performance goal will result in 200% of the target payout for the measure. Performance in between threshold and target, or between target and superior, will be interpolated.


Performance-Payout Table:

 

          Evaluated
Vs.
   Performance Goals

Performance Measure

   Weight       Threshold    Target    Superior

Core ROAA

   30%    Peers    25th %ile    50th %ile    75th %ile

Net Income ($MM)

   30%    Budget    75% of Budget    100% of Budget    125% of Budget

Net Loan Growth ($MM)

   10%    Budget    75% of Budget    100% of Budget    125% of Budget

Core Deposit Growth

   10%    Peers    25th %ile    50th %ile    75th %ile

Efficiency Ratio

   10%    Peers    25th %ile    50th %ile    75th %ile

Non-Performing Assets

   10%    Peers    25th %ile    50th %ile    75th %ile
  

 

  

 

  

 

  

 

  

 

Payout for Performance Level (% of Target Opportunity) 1 :    0%    100%    200%
        

 

  

 

  

 

 

1   Note that payouts will be interpolated for performance between discrete points. For example, performance at the 65 th percentile of the Peer Group will result in a payout of 160% of target; performance at the 30 th percentile of peers will result in a payout of 20% of target.

Definitions:

 

    %ile: Percentile Rank within defined Peer Group

 

    “Core” ROAA: GAAP performance excluding extraordinary items

 

    Net Income: GAAP Net Income excluding extraordinary items

 

    Net Loan Growth: Net loan growth projected in the budget compared to actual net loan growth from January 1 – December 31

 

    Core Deposit Growth: Total Deposits less time deposits

 

    Efficiency Ratio: Operating Expense divided by Operating Revenue

 

    Non-Performing Assets: Total NPAs divided by Average Total Assets

The Committee maintains flexibility and discretion to adjust measure definitions, if such adjustments ensure a better comparison relative to the peer group and most appropriately reflect the goals of the EIP and the Company’s compensation philosophy.


Example EIP calculation :

For example, assume a participant has a base salary of $225,000 and a target EIP opportunity of 40% of salary, or $90,000. Further assume the performance results in the table below. The calculated earned EIP award for this participant would be $95,400.

 

           Assumed     Implied     Weighted  

Performance Measure

   Weight     Performance     Payout     Payout  

Core ROAA

     30     40th        60     18.0

Net Income ($MM)

     30     90     60     18.0

Net Loan Growth ($MM)

     10     110     140     14.0

Core Deposit Growth

     10     70th        180     18.0

Efficiency Ratio

     10     70th        180     18.0

Non-Performing Assets

     10     80th        200     20.0
  

 

 

   

 

 

   

 

 

   

 

 

 
         Total Payout =        106.0
         Target EIP =      $ 90,000   
        

 

 

 
         Earned EIP =      $ 95,400   
        

 

 

 
       80% paid in cash =        $76,320   
       20% paid in stock =        $19,080   

Other Administrative Guidelines:

The Plan provides that a participant in the Plan must be employed with the Company on the date the award is made (and when the equity portion of the Award vests); otherwise, the participant is not entitled to any award or the unvested equity award.

The Board maintains discretion to amend, modify, terminate or otherwise adjust the Plan as necessary.

Exhibit 10.2

UNITED COMMUNITY FINANCIAL CORP. &

THE HOME SAVINGS AND LOAN COMPANY OF YOUNGSTOWN, OHIO

LONG-TERM INCENTIVE PLAN

Adopted January 21, 2014

The United Community Financial Corp.’s (the “Company”) Long-term Incentive Plan (“LTIP”) provides a long-term incentive compensation opportunity to certain executive officers, whose participation and target award opportunities will be approved by the Compensation Committee of the Board of Directors. Earned awards are contingent upon the actual performance of the Company during a three-year performance period.

Annual Grant and Performance Period:

For the Annual LTIP award, each participant in the LTIP will be granted a target number of Performance Share Units (“PSUs”). Target PSUs will be determined as a percentage of base salary (25% of base salary for Mr. Bevack, and 20% for Messrs. Esson, Garrity, Nohra and Reske), and translated into share units based upon the Company’s average stock price for the 20 trading days prior to the approval of the grant by the Compensation Committee. The Committee shall retain the discretion to adjust the target number of PSUs to each executive.

The performance period for the annual grant for a given year will be from January 1 through December 31 of the third year. For example, the 2014 grant will be from January 1, 2014 through December 31, 2016. Following the end of the performance period, the Compensation Committee will certify performance results relative to goals and determine the earned LTIP award. Any earned award will be paid in unrestricted shares, as soon as practical following certification of results. The shares will be awarded under the Amended and Restated United Community Financial Corp. 2007 Long-Term Incentive Plan, or such other plan as may be adopted by the Board of Directors of the Company and approved by the Company’s shareholders.

Peer Group :

The peer group approved by the Compensation Committee for the annual grant includes the following eighteen (18) organizations:

 

BankFinancial Corp (BFIN)    Horizon Bancorp. (HBNC)
ESB Financial Corporation (ESBF)    Lakeland Financial Corporation (LKFN)
Farmers National Banc Corp (FMNB)    LCNB Bancorp Inc. (LCNB)
Farmers & Merchants Bancorp (FMAO)    LNB Bancorp Inc. (LNBB)
First Busey (BUSE)    MainSource Financial Group, Inc. (MSFG)
First Defiance Financial Corp. (FDEF)    Mutualfirst Financial Inc. (MFSF)
First Financial Corporation (THFF)    Peoples Bancorp Inc. (PEBO)
First Mid-Illinois Bancshares (FMBH)    QCR Holdings, Inc. (QCRH)
German American Bancorp Inc. (GABC)    TriState Capital Holdings Inc. (TSC)

The Compensation Committee will review the peer group periodically to determine if any changes are necessary or, in the event one or more of the organizations has been acquired or otherwise is no longer in existence, to add additional organizations. In 2013, the Committee approved three (3) alternative organizations that can be added to the peer group.

Performance Measures, Weightings, Goals, and Payout Calibration :

The Compensation Committee has identified three performance measures that are aligned with the Company’s goals for the 2014 grant covering the 2014-16 performance period, and until changed by the Committee, will be used annually for consecutive performance periods ( e.g ., the 2015-17 period):

 

    3-year average ROE will be weighted 33% and be evaluated relative to Peer Group performance;
    3-year cumulative Net Income will be weighted 33% and be evaluated relative to the Company’s strategic plan goals; and
    3-year relative Total Shareholder Return (rTSR) will be weighted 34% and be evaluated relative to the Peer Group.


The Annual LTIP Performance-Payout Table below describes the three performance measures, their respective weighting, how performance on each measure will be evaluated (relative to peers or relative to plan) and the goals for threshold performance, target performance and superior performance. Achievement of the target performance goal will result in 100% of target payout for the respective measure, while achievement of the superior performance goal will result in 150% of the target payout for the measure. Payouts for performance between threshold and target, or between target and superior, will be interpolated.

Annual LTIP Performance-Payout Table:

 

          Evaluated    Performance Goals

Performance Measure

   Weight    vs.    Threshold    Target    Superior

3-year Average ROE

   33%    Peers    25th %ile    50th %ile    75th %ile

3-year Cumulative Net Income

   33%    Strategic Plan    75% of Plan    100% of Plan    125% of Plan

3-year Total Shareholder Return (rTSR)

   34%    Peers    25th %ile    50th %ile    75th %ile
  

 

  

 

  

 

  

 

  

 

Payout for Performance Level (% of Target Opportunity) 1 :

   0%    100%    150%
        

 

  

 

  

 

 

1   Note that payouts will be interpolated for performance between discrete points. For example, performance at the 65 th percentile of the Peer Group will result in a payout of 130% of target for the measure; performance at the 30 th percentile of peers will result in a payout of 20% of target.

Definitions:

 

    3-year Average ROE: Return on average equity, averaged over 12 quarters from 1Q14 through 4Q16

 

    3-year Cumulative Net Income: Cumulative GAAP Net Income excluding extraordinary items for the performance period;

 

    Total Shareholder Return: stock price appreciation, plus reinvested dividends

The Committee maintains flexibility and discretion to adjust measure definitions, if such adjustments ensure a more accurate comparison relative to the peer group and/or more appropriately reflect the goals of the LTIP and the Company’s compensation philosophy.

Example LTIP calculation :

For example, assume a participant has a base salary of $225,000 and a target LTIP opportunity of 20% of salary, or $45,000. Assuming that the 20-day average UCFC stock price is $4.00, the 2014 grant could be 11,250 PSUs.

Assuming the performance results in the table below, the calculated LTI payout at the end of the 2014-16 performance period for this participant would be 11,677 shares.

 

           Assumed     Implied     Weighted  

Performance Measure

   Weight     Performance     Payout     Payout  

3-year average ROE

     33     40th        60     19.8

3-yr Cumulative Net Income ($MM)

     33     100     100     33.0

3-year rTSR

     34     80th        150     51.0

 

Total Payout =

     103.8

Target PSUs =

     11,250   
  

 

 

 

Earned Shares =

     11,677   
  

 

 

 

Value of Shares @ $4.00 =

   $ 46,708   

Value of Shares @ $5.00 =

   $ 58,385   


Other Administrative Guidelines:

The Plan provides that a participant in the Plan must be employed with the Company on the date the award is made; otherwise, the participant is not entitled to any award.

The Board maintains discretion to amend, modify, terminate or otherwise adjust the Plan as necessary.