☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material under §240.14a-12 |
SEVERN BANCORP, INC.
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(Name of Registrant as Specified in Its Charter)
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N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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☒ | No fee required |
☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 |
(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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☐ | Fee paid previously with preliminary materials. |
☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Sincerely,
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/s/
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Alan J. Hyatt
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Chairman, President and
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Chief Executive Officer
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1. | To elect Raymond S. Crosby, Eric M. Keitz, and Albert W. Shields to serve as directors for a three-year term; |
2. | To ratify the appointment of BDO USA, LLP as independent auditor for Severn Bancorp, Inc. for the year ending December 31, 2016; and |
3. | To transact such other business as may properly come before the Annual Meeting and any postponements or adjournments of the Annual Meeting. |
By Order of the Board of Directors
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/s/
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Thomas G. Bevivino
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Secretary
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Annapolis, Maryland
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March 24, 2016
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•
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“FOR” the election of all three of the nominees for director; and
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• | “FOR” ratification of the appointment of BDO USA, LLP as independent auditor for the year ending December 31, 2016. |
1. | The election of any person as a director should the nominee be unable to serve or, for good cause, will not serve; |
2. |
Other proposals for which management did not have notice by February 29, 2016; and
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3. |
Matters incidental to the conduct of the Annual Meeting.
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Name of Individual
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Amount and Nature of
Beneficial Ownership
|
Percent of
Class
|
||||||
Nominees for Director:
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||||||||
Raymond S. Crosby
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10,050
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(1)
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*
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|||||
Eric M. Keitz.
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36,000
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(2)
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*
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|||||
Albert W. Shields
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112,350
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(3)
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1.1
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%
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||||
Directors Continuing in Office:
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||||||||
Alan J. Hyatt **
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1,672,356
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(4)
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16.5
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%
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||||
James H. Johnson, Jr.
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1,200
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(5)
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*
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|||||
David S. Jones
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31,075
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(6)
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*
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|||||
John A. Lamon, III
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57,500
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(7)
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*
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|||||
Mary Kathleen Sulick
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1,500
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(8)
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*
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|||||
Konrad Wayson
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36,275
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(9)
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*
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|||||
Director Resigned from Office:
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||||||||
Michael H. Cook
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22,595
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(10)
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*
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|||||
Other Named Executive Officers:
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||||||||
James M. Anthony
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600
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(11)
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*
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|||||
Thomas G. Bevivino
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39,238
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(12)
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*
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|||||
All directors, nominees for directors and executive officers as a group (12 persons)
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2,010,739
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(13)
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19.8
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%
|
* | Less than 1%. |
** | Also a named executive officer for 2015. |
(1) | Includes 10,050 shares owned by Mr. Crosby and his wife. |
(2) | Includes 36,000 shares owned by Mr. Keitz. |
(3) | Includes 93,600 shares owned by a family trust controlled by Mr. Shields, and 18,750 shares of common stock issuable upon the conversion of Series A Non-Cumulative Convertible Preferred Stock held by Mr. Shields. |
(4) | Includes 100,019 shares owned by Mr. Alan Hyatt, 1,362,564 shares owned by Mr. Alan Hyatt and his wife, 23,232 shares Mr. Alan Hyatt controls as custodian for his children, 143,303 shares allocated to Mr. Alan Hyatt as a participant in the Company’s Employee Stock Ownership Plan (“ESOP”), 13,000 shares issuable upon exercise of options exercisable within 60 days of the Record Date, 7,738 shares owned by Mrs. Hyatt, 10,000 shares held by the ESOP, for which Mr. Alan Hyatt is a co-trustee, which were not allocated to the accounts of participants as of the Record Date, 6,250 shares of common stock issuable upon the conversion of Series A Non-Cumulative Convertible Preferred Stock held by Mr. Alan Hyatt, and 6,250 shares of common stock issuable upon the conversion of Series A Non-Cumulative Convertible Preferred Stock held by a company of which Mr. Alan Hyatt is the general partner. |
(5) | Includes 1,200 shares owned by Dr. Johnson and his wife. |
(6) | Includes 2,000 shares owned by Mr. Jones, 17,287 shares Mr. Jones controls as custodian for his children, 7,699 shares owned by Southern Drywell, Inc., of which Mr. Jones has a 50% interest as a co-owner and 4,089 shares owned by a trust that Mr. Jones controls as a co-trustee and beneficiary. |
(7) | Includes 51,250 shares owned by Mr. Lamon and his wife, and 6,250 shares of common stock issuable upon the conversion of Series A Non-Cumulative Convertible Preferred Stock held by Mr. Lamon and his wife. |
(8) | Includes 1,500 shares owned by Ms. Sulick. |
(9) | Includes 30,025 shares owned by Mr. Wayson, and 6,250 shares of common stock issuable upon the conversion of Series A Non-Cumulative Convertible Preferred Stock held by Mr. Wayson. |
(10) | Includes 243 shares owned by Mr. Cook, 1,000 shares owned by Mr. Cook’s wife, and 15,102 shares of common stock and 6,250 shares of common stock issuable upon the conversion of Series A Non-Cumulative Convertible Preferred Stock each held by an investment fund which Mr. Cook manages and is an owner. |
(11) | Includes 600 shares owned by Mr. Anthony. |
(12) | Includes 793 shares held by Mr. Bevivino and his wife, 8,320 shares allocated to Mr. Bevivino as a participant in the ESOP, 17,000 shares issuable upon exercise of options exercisable within 60 days of the Record Date, 10,000 shares held by the ESOP, for which Mr. Bevivino is a co-trustee, which were not allocated to the accounts of participants as of the Record Date, and 3,125 shares of common stock issuable upon the conversion of Series A Non-Cumulative Convertible Preferred Stock held by Mr. Bevivino and his wife. |
(13) | Includes, among the other shares described above, a total of 151,623 shares allocated to the executive officers as participants in the ESOP, 10,000 shares held by the ESOP, for which a director and an executive officer act as co-trustees, which shares were not allocated as of the Record Date, a total of 30,000 shares issuable upon exercise of options exercisable within 60 days of the Record Date, and a total of 53,125 shares issuable upon the conversion of Series A Non-Cumulative Convertible Preferred Stock. |
Name and Address of Beneficial Owner
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Amount and
Nature of
Beneficial
Ownership
|
Percent of
Class
|
||||||
Alan J. Hyatt (1)
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1,672,356
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16.5
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%
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|||||
Sharon G. Hyatt
200 Westgate Circle, Suite 200
Annapolis, Maryland 21401
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||||||||
Louis Hyatt (2)
200 Westgate Circle, Suite 200
Annapolis, Maryland 21401
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1,073,983
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10.6
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%
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|||||
United States Department of the Treasury (3)
1500 Pennsylvania Avenue, N.W.
Washington, D.C. 20220
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556,976
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5.5
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%
|
(1) | Includes 100,019 shares owned by Mr. Alan Hyatt, 1,362,564 shares owned by Mr. Alan Hyatt and his wife, 23,232 shares Mr. Alan Hyatt controls as custodian for his children, 143,303 shares allocated to Mr. Alan Hyatt as a participant in the ESOP, 13,000 shares issuable upon exercise of options exercisable within 60 days of the Record Date, 7,738 shares owned by Mrs. Hyatt, 10,000 shares held by the ESOP, for which Mr. Alan Hyatt is a co-trustee, which were not allocated to the accounts of participants as of the record date, 6,250 shares of common stock issuable upon the conversion of Series A Non-Cumulative Convertible Preferred Stock held by Mr. Alan Hyatt, and 6,250 shares of common stock issuable upon the conversion of Series A Non-Cumulative Convertible Preferred Stock held by a company in which Mr. Alan Hyatt is the general partner. |
(2) | Includes 993,463 shares owned by Mr. Louis Hyatt, 61,770 shares owned by Mr. Louis Hyatt and his wife, and 18,750 shares of common stock issuable upon the conversion of Series A Non-Cumulative Convertible Preferred Stock held by Mr. Louis Hyatt and his wife. Mr. Louis Hyatt is the father of Mr. Alan Hyatt. |
(3) | Consists of a warrant to purchase common stock issued by the Company in connection with its participation in the Capital Purchase Program of the Troubled Asset Relief Program. Pursuant to the purchase agreement, the Department of the Treasury has agreed not to exercise voting power with respect to any common stock issued upon exercise of the warrant. |
Proposal 1:
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Election of Directors
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Name of Individual
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Age(1)
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Principal Occupation and Experience
|
||
Raymond S. Crosby
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53
|
Raymond S. Crosby has been a director of the Company since 2012 and a director of the Bank since 2011. Mr. Crosby is President of Crosby Marketing Communications, one of the Mid-Atlantic region’s leading advertising, public relations and digital marketing firms with headquarters in Annapolis and offices in Washington, DC. Mr. Crosby leads a team of 50 professionals in developing national marketing and public relations programs for federal agencies, health care companies, advocacy organizations and leading corporations. He provides high level counsel to clients and handles new business development, financial oversight and industry involvement on behalf of the firm. He also serves on the board of directors for the Annapolis & Anne Arundel County Chamber of Commerce and the Council of Governors for the American Association of Advertising Agencies. Mr. Crosby is a lifelong Annapolitan and graduated from the University of North Carolina at Chapel Hill. Mr. Crosby is currently a member of the Compensation Committee. Mr. Crosby’s many years of business experience is important to the oversight of the Company’s financial reporting, enterprise and operational risk management.
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||
Eric M. Keitz
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55
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Eric M. Keitz has been a director of the Company since 2010 and a director of the Bank since 2009. Mr. Keitz has been a practicing Certified Public Accountant since 1986 with an office in Annapolis, MD. Mr. Keitz has extensive experience in auditing, tax, client advisory services and SEC Forms 10-K and 10-Q analysis and disclosure. Mr. Keitz is currently Chairman of the Audit and Examining Committee and a member of the Compensation Committee, and the Corporate Governance Committee. As a Certified Public Accountant, Mr. Keitz brings strong accounting and financial skills important to the oversight of the Company’s financial reporting, enterprise and operational risk management.
|
(1) | As of December 31, 2015 |
Albert W. Shields
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71
|
Albert W. Shields has been a director of the Company and the Bank since 2003. Mr. Shields has over 35 years of experience in the real estate and development industry, and currently provides independent consulting services to business executives. He served as senior vice president of Home Depot Inc. from 2003 through 2008. From 1986 to 2002, Mr. Shields was the chief executive officer of Floors, Inc. a flooring specialty company with thirteen centers located on the east coast. In 2002, the company was sold to Home Depot, Inc. Mr. Shields is a charter member of Heritage Charities and Maddy’s Day for the benefit of Lombardi Cancer Centers. Mr. Shields is a member of the Company’s Audit and Examining Committee and the Compensation Committee. Mr. Shields’ many years of business experience is important to the oversight of the Company’s financial reporting, enterprise and operational risk management.
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Name of Individual
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Age(1)
|
Principal Occupation and Experience
|
||
David S. Jones
|
56
|
David S. Jones has been a director of the Company since 2012 and a director of the Bank since 2011. In 1983, Mr. Jones cofounded Southern Drywell, Inc., a septic system contractor, and serves as its President. Mr. Jones also cofounded Jones of Annapolis, Inc., a demolition and excavation contractor, in 1980 and serves as the Secretary/Treasurer. Both companies are located in Annapolis. He has developed, owned and leased commercial and residential real estate throughout Anne Arundel County since 1985. Mr. Jones’ many years of business experience is important to the oversight of the Company’s financial reporting, enterprise and operational risk management.
|
||
John A. Lamon, III
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57
|
John A. Lamon, III has been a director of the Company since 2009 and a director of the Bank since 2008. Mr. Lamon has been a senior account executive with G&G Outfitters, Inc. since 2000, a promotional products and marketing company that focuses on branded merchandise. Prior to that, Mr. Lamon was president and owner of John A. Lamon & Associates, a promotional and marketing company. Mr. Lamon was with the company for 20 years before selling the business to G&G Outfitters, Inc. Mr. Lamon is also a partner in The Boathouse Restaurant in Canton, MD. Mr. Lamon received his Bachelor’s degree from the University of Maryland, where he was a two-time All American lacrosse player. Mr. Lamon has received the Willis Bilderback Volunteer Award and the Willie Gateau Youth Services Award. He has served on various boards including St. Mary’s School, the Annapolis Touchdown Club, St. Mary’s Royal Blue Club and the University of Maryland M Club. Mr. Lamon is currently Chairman of the Compensation Committee and a member of the Audit and Examining Committee and the Corporate Governance Committee. Mr. Lamon’s business and marketing experience is important to the oversight of the Company’s financial reporting, enterprise and operational risk management.
|
(1) | As of December 31, 2015 |
Konrad M. Wayson
|
54
|
Konrad M. Wayson has been a director of the Company since 2009 and a director of the Bank since 2008. Mr. Wayson has served as secretary and treasurer of Hopkins & Wayson, Inc., a general contractor servicing Maryland, Washington DC and Virginia, since 1984. He has been a partner of Wayson Landholdings since its start in 1996 and currently serves as its managing partner, since 2007. He served as chief financial officer of Childs Landscaping from 1997 to 2004 when the company was sold. Mr. Wayson has served on the Anne Arundel Medical Foundation Board, the Anne Arundel Economic Development Corporation Board and the Anne Arundel School Board. Mr. Wayson is currently a member of the Audit and Examining Committee and the Compensation Committee. As a treasurer and businessman, Mr. Wayson brings strong financial skills important to the oversight of the Company’s financial reporting, enterprise and operational risk management.
|
Name of Individual
|
Age(1)
|
Principal Occupation and Experience
|
||
Alan J. Hyatt
|
61
|
Alan J. Hyatt has been Chairman of the Board and President of the Bank since 1982, having previously served as an officer and director since 1978. He has also served as the Chairman of the Board and President of the Company since 1990. Mr. Hyatt has been a partner in the law firm of Hyatt & Weber, P.A., in Annapolis, Maryland, since 1978, and is also a real estate broker with Hyatt Commercial, a subsidiary of the Bank, also in Annapolis, Maryland. Mr. Hyatt serves on the Board of Trustees of the Anne Arundel Health System Inc., and the Anne Arundel County Pension Trustee Board. He formerly was the Chairman of the Board of the Anne Arundel Community College Foundation, Inc. Mr. Hyatt currently spends the majority of his professional time on the affairs of the Bank and the Company and the balance on his law practice. As an attorney and businessman, Mr. Hyatt brings strong legal and financial skills important to the oversight of the Company’s financial reporting, enterprise and operational risk management.
|
||
James H. Johnson, Jr.
|
68
|
James H. Johnson, Jr. has been a director of the Company since 2012 and a director of the Bank since 2011. Since April 2012, Dr. Johnson has served as the Director of the U.S. EPA's Center for Environmental Research. He is Professor Emeritus of Civil Engineering and former dean of the College of Engineering, Architecture and Computer Sciences at Howard University. Dr. Johnson received his B.Sc. from Howard University, M.Sc. from the University of Illinois and Ph.D. from the University of Delaware. Dr. Johnson also serves as a member of the Anne Arundel Community College (MD) Board of Trustees. Previous board and committee activities include past Chair of U.S. EPA Board of Scientific Counselors, past Chair of the U.S. EPA National Advisory Council for Environmental Policy and Technology, and member of the National Research Council’s (NRC) Division of Earth and Life Studies oversight committee, U.S. EPA Science Advisory Board, the NRC Boards on Radioactive Waste Management and Environmental Studies and Toxicology, and the American Society of Civil Engineering Foundation Board. Mr. Johnson is currently a member of the Corporate Governance Committee. Mr. Johnson’s many years of education and government experience is important to the oversight of the Company’s financial reporting, enterprise and operational risk management.
|
(1) | As of December 31, 2015 |
Mary Kathleen Sulick
|
64
|
Kathleen Sulick has been a director of the Company since 2012 and a director of the Bank since 2011. Ms. Sulick has been a Certified Public Accountant since 1989 and received the Personal Financial Specialist certification from the AICPA in 2008. Ms. Sulick joined HeimLantz Financial Advisors in 2002, after leaving her position as Finance Director of the City of Annapolis. She became a partner of the firm in 2009. A native of Annapolis, Ms. Sulick graduated magna cum laude from Christopher Newport University in Newport News, Virginia with a Bachelor of Science degree in Accounting in 1981. She went on to further her education through graduate work in Finance at the University of Maryland. Ms. Sulick has over 27 years of experience in accounting and she began her accounting and finance career with the Maryland General Assembly in 1983. A 1998 graduate of Leadership Anne Arundel, Ms. Sulick is active in many community and professional organizations. Currently she serves on the City of Annapolis Police and Fire Retirement Plan Committee and Anne Arundel County Pension Trustee Board. She also is an active member of the Annapolis Rotary Club. Her professional organization memberships include the American Institute of Certified Public Accountants (AICPA), Personal Financial Planning division and the Financial Planning Association. As a Certified Public Accountant, Ms. Sulick is currently Chairperson of the Corporate Governance Committee and a member of the Audit and Examining Committee. Ms. Sulick brings strong accounting and financial skills important to the oversight of the Company’s financial reporting, enterprise and operational risk management.
|
(1) | As of December 31, 2015 |
· | A strong, independent director role; |
· | Regular executive sessions of the independent directors; and |
· | Annual performance evaluations of the Chairman and Chief Executive Officer by the independent directors. |
Proposal 2:
|
Ratification of Appointment of Independent Auditor
|
· | formulating, evaluating and approving the compensation of the Company’s executive officers; |
· | overseeing all compensation programs involving the issuance of the Company’s stock and other equity securities of the Company; and |
· | to the extent required by SEC regulations, reviewing and discussing with the Company’s management the “Compensation Discussion and Analysis” section and preparing the Compensation Committee’s report thereon for inclusion in the Company’s annual proxy statement. |
· | To attract and retain the best possible executive talent; |
· | To tie annual and long-term cash and stock incentives to achievement of corporate and individual performance objectives; and |
· | To align executives’ incentives with stockholder value creation. |
· | The Bank maintains a 401(k) plan, and contributes, on behalf of each participating employee, a matching contribution of 50% of salary deferred by an employee up to 6% of each participant’s salary. The Bank’s plan also allows a non-matching profit sharing contribution to be determined at the discretion of the Board of Directors. |
· | The Company maintains the ESOP for employees of the Bank and its subsidiaries. The ESOP provides an opportunity for the employees of the Bank to become stockholders and thus strengthen their direct interest in the success of the Bank. In addition, the ESOP assists the Bank in attracting and retaining capable personnel. As of December 31, 2015, a total of 561,605 shares of the Company’s common stock were owned by the ESOP, of which 551,605 shares were allocated to employees. |
Name and Principal Position
|
Year
|
Salary(1)
|
Bonus(1)
|
Option
Awards(2)
|
All Other
Compensation(3)
|
Total
|
||||||||||||||||
Alan J. Hyatt
|
2015
|
$
|
381,686
|
$
|
-
|
$
|
61,094
|
$
|
7,851
|
$
|
450,631
|
|||||||||||
President and Chief Executive
|
2014
|
$
|
372,000
|
$
|
-
|
$
|
38,400
|
$
|
7,791
|
$
|
418,191
|
|||||||||||
Officer
|
||||||||||||||||||||||
James M. Anthony
Executive Vice-President and
Chief Operating Officer (4)
|
2015
|
$
|
235,092
|
$
|
-
|
$
|
47,700
|
$
|
7,418
|
$
|
290,210
|
|||||||||||
2014
|
$
|
86,231
|
$
|
-
|
$
|
13,250
|
$
|
1,679
|
$
|
101,160
|
||||||||||||
Thomas G. Bevivino
|
2015
|
$
|
227,123
|
$
|
-
|
$
|
39,750
|
$
|
14,717
|
$
|
281,590
|
|||||||||||
Executive Vice-President and
|
2014
|
$
|
225,000
|
$
|
-
|
$
|
26,500
|
$
|
14,615
|
$
|
266,115
|
|||||||||||
Chief Financial Officer (5)
|
(1) | Amounts reflect compensation for services rendered in year indicated. |
(2) | This column reflects the aggregate grant date fair value of options awarded in 2015 and 2014 in accordance with FASB ASC Topic 718. Additional information regarding the size of the awards is set forth below under the “Outstanding Equity Awards” table. For information concerning the assumptions made in the valuation of these options, see Note 12 to the Company’s consolidated financial statements contained in the Annual Report on Form 10-K for the fiscal year ended December 31, 2015. The Company did not issue stock awards in 2015 or 2014. |
(3) | All other compensation for 2015 consisted of the following elements: |
Name and Principal Position
|
Year
|
Health Care
Contribution(a)
|
401 (k)
Matching
Contribution(b)
|
ESOP Plan(c)
|
Total
|
|||||||||||||
Alan J. Hyatt
|
2015
|
$
|
-
|
$
|
3,642
|
$
|
4,209
|
$
|
7,851
|
|||||||||
President and Chief Executive
Officer
|
||||||||||||||||||
James M. Anthony
Executive Vice President and
Chief Operating Officer
|
2015
|
$
|
5,240
|
$
|
2,178
|
$
|
-
|
$
|
7,418
|
|||||||||
Thomas G. Bevivino
|
2015
|
$
|
4,187
|
$
|
6,840
|
$
|
3,690
|
$
|
14,717
|
|||||||||
Executive Vice-President and
Chief Financial Officer
|
(a) | Amounts reflect contributions made by the Company for the executive’s health insurance premiums in excess of the amounts the Company would otherwise contribute. |
(b) | Amounts reflect matching contributions made by the Company to the executive’s 401(k) plan. |
(c) | Amounts reflect contributions by the Company to the executive’s ESOP account in 2015 for 2014. Amounts to be contributed by the Company to the executive’s ESOP account for 2015 have not yet been determined and are expected to be determined during the second quarter of 2016. |
(4) | Mr. Anthony became an employee and Chief Operating Officer in August, 2014. |
(5) | Mr. Bevivino was the Chief Financial Officer prior to February, 2012 and has been the Chief Financial Officer since November, 2013. In addition, Mr. Bevivino was Chief Operating Officer from December 2011 to August 2014. |
Option Awards
|
|||||||||||||||
Name and Principal Position
|
Option
Grant Date
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
|
Option
Exercise
Price
|
Option
Expiration
|
||||||||||
Alan J. Hyatt
|
11/05/13
|
10,000
|
15,000
|
(2)
|
$
|
5.310
|
11/05/18
|
||||||||
President and Chief Executive Officer
|
12/23/14
|
3,000
|
12,000
|
(3)
|
$
|
4.980
|
12/23/19
|
||||||||
12/22/15
|
-
|
20,000
|
(4)
|
$
|
6.330
|
12/22/20
|
|||||||||
James M. Anthony
|
12/23/14
|
1,000
|
4,000
|
(3)
|
$
|
4.530
|
12/23/20
|
||||||||
Executive Vice-President and
|
12/22/15
|
-
|
15,000
|
(4)
|
$
|
5.750
|
12/22/21
|
||||||||
Chief Operating Officer
|
|||||||||||||||
Thomas G. Bevivino
|
01/02/13
|
6,000
|
9,000
|
(1)
|
$
|
3.370
|
01/02/19
|
||||||||
Executive Vice-President and
|
11/05/13
|
6,000
|
9,000
|
(2)
|
$
|
4.830
|
11/05/19
|
||||||||
Chief Financial Officer
|
12/23/14
|
2,000
|
8,000
|
(3)
|
$
|
4.530
|
12/23/20
|
||||||||
12/22/15
|
-
|
12,500
|
(4)
|
$
|
5.750
|
12/22/21
|
(1) | The options vest in five equal annual installments of 20% upon each of the first five anniversaries of the date of the grant on January 2, 2013. |
(2) | The options vest in five equal annual installments of 20% upon each of the first five anniversaries of the date of the grant on November 5, 2013. |
(3) | The options vest in five equal annual installments of 20% upon each of the first five anniversaries of the date of the grant on December 23, 2014. |
(4) | The options vest in five equal annual installments of 20% upon each of the first five anniversaries of the date of the grant on December 22, 2015. |
· | provide that such options shall be assumed, or equivalent options shall be substituted by the acquiring or succeeding corporation, or |
· | provide that the participants will receive upon the closing of the change in control transaction a cash payment for each option surrendered equal to the difference between (1) the market value of the consideration to be received for each share of our common stock in the change in control transaction times the number of shares subject to a surrendered option and (2) the aggregate exercise price of such surrendered options. |
Name and Principal Position
|
Year
|
Amount (1)
|
||||
Alan J. Hyatt
|
2015
|
$
|
15,840
|
|||
President and Chief Executive Officer
|
||||||
James M. Anthony
Executive Vice-President and
Chief Operating Officer
|
2015
|
$
|
4,880
|
|||
Thomas G. Bevivino
|
2015
|
$
|
39,460
|
|||
Executive Vice-President and
Chief Financial Officer
|
(1) | Calculated based on the difference between $5.75, the closing price of our common stock on December 31, 2015, and the exercise price of unvested stock options as of such date, multiplied by the number of outstanding options. |
Name
|
Fees earned or
paid in cash(1)
|
Option
Awards(2)
|
Total
|
|||||||||
Michael H. Cook(3)
|
$
|
29,580
|
$
|
-
|
$
|
29,580
|
||||||
Raymond S. Crosby
|
$
|
31,040
|
$
|
6,360
|
$
|
37,400
|
||||||
James H. Johnson, Jr.
|
$
|
34,600
|
$
|
6,360
|
$
|
40,960
|
||||||
David S. Jones
|
$
|
28,400
|
$
|
6,360
|
$
|
34,760
|
||||||
Eric M. Keitz
|
$
|
41,240
|
$
|
6,360
|
$
|
47,600
|
||||||
John A. Lamon III
|
$
|
40,970
|
$
|
6,360
|
$
|
47,330
|
||||||
Albert W. Shields
|
$
|
33,680
|
$
|
6,360
|
$
|
40,040
|
||||||
Mary Kathleen Sulick
|
$
|
32,560
|
$
|
-
|
$
|
32,560
|
||||||
Konrad M. Wayson
|
$
|
36,580
|
$
|
6,360
|
$
|
42,940
|
(1) | Amounts reflect compensation for services rendered in 2015. |
(2) | This column reflects the aggregate grant date fair value of options awarded in 2015 in accordance with FASB ASC Topic 718. Additional information regarding the size of the awards is set forth below under the “Outstanding Equity Awards” table. For information concerning the assumptions made in the valuation of these options, see Note 12 to the Company’s consolidated financial statements contained in the Annual Report on Form 10-K for the fiscal year ended December 31, 2015. The total number of option awards outstanding as of December 31, 2015 was 2,000 for directors Raymond S. Crosby, James H. Johnson Jr., David S. Jones, Eric M. Keitz, John A. Lamon III, Albert W. Shields and Konrad M. Wayson. Michael H. Cook and Mary Kathleen Sulick did not have any option awards outstanding as of December 31, 2015. The Company did not issue stock awards in 2015 or 2014. |
(3) | Michael H. Cook resigned from the board effective December 21, 2015. |
Name
|
Principal of Subordinated
Notes
|
Interest Paid or
Accrued in 2015
|
Interest Paid or
Accrued in 2014
|
|||||||||
Thomas G. Bevivino
|
$
|
25,000
|
$
|
2,000
|
$
|
2,000
|
||||||
Michael H. Cook(1)
|
$
|
50,000
|
$
|
4,000
|
$
|
4,000
|
||||||
Alan J. Hyatt(2)
|
$
|
100,000
|
$
|
8,000
|
$
|
8,000
|
||||||
Louis Hyatt(3)
|
$
|
150,000
|
$
|
12,000
|
$
|
12,000
|
||||||
Melvin Hyatt(3) (4)
|
$
|
25,000
|
$
|
2,000
|
$
|
2,000
|
||||||
John A. Lamon, III
|
$
|
50,000
|
$
|
4,000
|
$
|
4,000
|
||||||
Albert W. Shields
|
$
|
150,000
|
$
|
12,000
|
$
|
12,000
|
||||||
Konrad M. Wayson
|
$
|
50,000
|
$
|
4,000
|
$
|
4,000
|
(1) | Mr. Cook holds the Subordinated Note in an investment fund managed by Mr. Cook and in which he has an ownership interest. Mr. Cook resigned from the Board effective December 21, 2015. |
(2) | Mr. Alan Hyatt and his wife hold one Subordinated Note and Crownsville Family Limited Partnership, of which Mr. Alan Hyatt is a general partner holds one Subordinated Note. |
(3) | Subordinated Notes are owned jointly with their spouse. |
(4) | Retired from the Board at the annual meeting in April 2010. |
By order of the Board of Directors
|
|
/s/
|
|
Thomas G. Bevivino
|
|
Secretary
|
|
Annapolis, Maryland
|
|
March 24, 2016
|
FOR
|
WITHHOLD
|
||
1.
|
The election as directors of the nominees listed below for a term of three years:
|
||
Raymond S. Crosby
|
☐
|
☐
|
|
Eric M. Keitz
|
☐
|
☐
|
|
Albert W. Shields
|
☐
|
☐
|
FOR
|
AGAINST
|
ABSTAIN
|
||
2.
|
The ratification of the appointment of BDO USA, LLP as independent auditor of the Company for the year ending December 31, 2016.
|
☐
|
☐
|
☐
|
Please check here if you
|
|
Dated: ___________, 2016
|
☐ plan to attend the Meeting.
|
SIGNATURE OF STOCKHOLDER
|
|
SIGNATURE OF STOCKHOLDER
|