def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to § 240.14a-12 |
ACCESS NATIONAL CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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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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Proposed maximum aggregate value of transaction: |
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Total fee paid: |
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Fee paid previously with preliminary materials: |
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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. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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Filing Party: |
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Date Filed: |
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Access
National Corporation
1800 Robert Fulton Drive, Suite 300
Reston, Virginia 20191
Dear Fellow Shareholders:
You are cordially invited to attend the 2008 Annual Meeting of Shareholders of Access National
Corporation. The meeting will be held on Tuesday, May 20, 2008, at 4:00 p.m. at the Corporations
office located at 1800 Robert Fulton Drive, Reston, Virginia. The accompanying Notice and Proxy
Statement describe the matters to be presented at the meeting. Enclosed is our annual report on
Form 10-K for the year ended December 31, 2007, which will be reviewed at the Annual Meeting.
PLEASE COMPLETE, SIGN, DATE, AND RETURN THE REVOCABLE PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE AS SOON AS POSSIBLE, REGARDLESS OF WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.
It is important that your shares be represented and your vote recorded. If you decide to attend
the Annual Meeting in person, you can revoke your proxy at any time before it is voted at the
meeting and request to vote in person if you so desire. If your shares are held in street name
through a broker or other nominee and you plan to attend the Annual Meeting and wish to vote in
person, you must bring with you a proxy or letter from your broker or nominee to confirm your
ownership of shares.
We appreciate your continuing loyalty and support of Access National Corporation and its
subsidiaries, Access National Bank, Access National Mortgage Corporation and Access National
Leasing Corporation.
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Sincerely, |
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Michael W. Clarke |
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President & Chief Executive Officer |
Reston, Virginia
April 15, 2008
ACCESS NATIONAL CORPORATION
1800 Robert Fulton Drive, Suite 300
Reston, Virginia 20191
NOTICE OF 2008 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 20, 2008
The 2008 Annual Meeting of Shareholders of Access National Corporation (the Corporation)
will be held at the Corporations office located at 1800 Robert Fulton Drive, Reston, Virginia on
Tuesday, May 20, 2008, at 4:00 p.m. for the following purposes:
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To elect three (3) Class III directors to the Board of Directors of the
Corporation to serve until the 2011 Annual Meeting of Shareholders, as described in
the Proxy Statement accompanying this notice; and |
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To transact such other business as may properly come before the meeting
or any adjournment thereof. |
Shareholders of record at the close of business on April 1, 2008, are entitled to notice of
and to vote at the Annual Meeting or any adjournment thereof.
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By Order of the Board of Directors, |
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Sheila M. Linton |
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Vice President & Corporate Secretary |
April 15, 2008
IMPORTANT NOTICE
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING OF SHAREHOLDERS, PLEASE COMPLETE, SIGN,
DATE, AND RETURN THE REVOCABLE PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE AS SOON AS POSSIBLE.
SHAREHOLDERS ATTENDING THE MEETING MAY PERSONALLY VOTE ON ALL MATTERS THAT ARE CONSIDERED, IN WHICH
EVENT THEIR SIGNED PROXIES WILL BE REVOKED. IF YOU HOLD SHARES THROUGH AN ACCOUNT WITH A BROKERAGE
FIRM OR OTHER NOMINEE, PLEASE FOLLOW THE INSTRUCTIONS YOU RECEIVE FROM THEM TO VOTE YOUR SHARES.
ACCESS NATIONAL CORPORATION
1800 Robert Fulton Drive, Suite 300
Reston, Virginia 20191
PROXY STATEMENT
2008 ANNUAL MEETING OF SHAREHOLDERS
MAY 20, 2008
GENERAL
The following information is furnished in connection with the solicitation by and on behalf of
the Board of Directors (the Board) of the enclosed proxy to be used at the 2008 Annual Meeting of
the Shareholders (the Annual Meeting) of Access National Corporation to be held on Tuesday, May
20, 2008, at 4:00 p.m. at the Corporations office located at 1800 Robert Fulton Drive, Reston,
Virginia. The approximate mailing date of this Proxy Statement is April 15, 2008.
Revocation and Voting of Proxies
Execution of a proxy will not affect a shareholders right to attend the Annual Meeting and to
vote in person. Any shareholder who has executed and returned a proxy may revoke it by attending
the Annual Meeting and requesting to vote in person. If your shares are held in street name
through a broker or other nominee and you plan to attend the Annual Meeting and wish to vote in
person, you must bring with you a proxy or letter from your broker or nominee to confirm your
ownership of shares. A shareholder may also revoke his proxy at any time before it is exercised by
filing a written notice with the Corporation or by submitting a proxy bearing a later date. If
your shares are held in street name, you will receive voting instructions from the holder of
record. You must follow the instructions of the holder of record in order for your shares to be
voted or to change your vote. Proxies will extend to, and will be voted at, any properly adjourned
session of the Annual Meeting. If a shareholder specifies how the proxy is to be voted with
respect to any proposal for which a choice is provided, the proxy will be voted in accordance with
such specifications. If a shareholder fails to specify with respect to a proposal, the proxy will
be voted FOR the director nominees named in proposal 1, as set forth in the accompanying notice,
and all other matters will be voted by the named individuals to whom the proxy has been granted in
accordance with their best judgment.
Voting Rights of Shareholders
Only those shareholders of record at the close of business on April 1, 2008, are entitled to
notice of and to vote at the Annual Meeting, or any adjournment thereof. The number of shares of
common stock of the Corporation outstanding and entitled to vote at the Annual Meeting is
10,338,741. The Corporation has no other class of stock outstanding. A majority of the votes
entitled to be cast, represented in person or by proxy, will constitute a quorum for the
transaction of business. Each share of the Corporations common stock entitles the record holder
thereof to one vote upon each matter to be voted upon at the Annual Meeting. Shares for which the
holder has elected to abstain or to withhold the proxies authority to vote (including broker
non-votes) on a matter will count toward a quorum, but will not be included in determining the
number of votes cast with respect to such matter.
With regard to the election of directors, votes may be cast in favor or withheld. If a quorum
is present, the nominees receiving the greatest number of affirmative votes cast at the Annual
Meeting will be elected directors; therefore, votes withheld will have no effect. Approval of any
other matter requires an affirmative vote of a majority of the shares cast on the matter. Thus,
although abstentions and broker non-votes (shares held by customers which may not be voted on
certain matters because the broker has not received specific instructions from the customers) are
counted for purposes of determining the presence or absence of a quorum, they are not counted for
purposes of determining whether such matter has been approved, and therefore have no effect.
1
Solicitation of Proxies
The cost of solicitation of proxies will be borne by the Corporation. Solicitations will be
made only by the use of the mail, except that officers and regular employees of the Corporation and
its subsidiaries may make solicitations of proxies by telephone or mail, acting without
compensation other than their regular compensation. We anticipate that brokerage houses and other
nominees, custodians, and fiduciaries will be requested to forward the proxy soliciting material to
the beneficial owners of the stock held of record by such persons, and the Corporation will
reimburse them for their charges and expenses in this connection if so requested.
Security Ownership of Certain Beneficial Owners
The following table shows as of March 31, 2008, the beneficial ownership of the Corporations
common stock by persons known by the Corporation to own more than 5% of the Corporations voting
common stock.
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Common Stock |
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Number of Shares |
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Number of Shares |
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Beneficially |
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under Exercisable |
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under Exercisable |
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Percent of |
Name |
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Owned |
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Options |
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Warrants (1) |
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Class |
Michael Rebibo |
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1,052,497 |
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0 |
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9.71 |
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Oakton, Virginia |
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All other persons known by the Corporation to be the owners of more than 5% of the Corporations
common stock are also directors and/or named executive officers of the Corporation and are listed
in the table below under Security Ownership of Management.
Security Ownership of Management
The following table shows as of March 31, 2008, the beneficial ownership of the Corporations
common stock of each director, director nominee, named executive officer and of all directors,
director nominees, and executive officers of the Corporation as a group.
2
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Number of Shares |
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Common Stock |
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under Exercisable |
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Percent of |
Name |
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Beneficially Owned |
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Options |
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Class |
J. Randolph Babbitt |
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186,734 |
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52,024 |
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2.30 |
% |
Reston, Virginia |
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Michael W. Clarke |
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613,938 |
(3) |
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52,206 |
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6.41 |
% |
Vienna, Virginia |
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John W. Edgemond |
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521,646 |
(4) |
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63,214 |
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5.62 |
% |
Reston, Virginia |
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Dean F. Hackemer |
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192,498 |
(5) |
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12,250 |
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1.98 |
% |
Fairfax, Virginia |
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James L. Jadlos |
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198,300 |
(6) |
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61,742 |
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2.50 |
% |
Denver, Colorado |
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Thomas M. Kody |
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354,891 |
(7) |
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30,580 |
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3.72 |
% |
Great Falls, Virginia |
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Jacques Rebibo |
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619,949 |
(8) |
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63,214 |
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6.57 |
% |
McLean, Virginia |
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Robert C. Shoemaker |
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358,901 |
(9) |
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37,782 |
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3.82 |
% |
Fairfax, Virginia |
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Charles Wimer |
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99,324 |
(10) |
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12,814 |
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1.08 |
% |
Virginia Beach, Virginia |
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All Directors & Executive |
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3,146,181 |
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385,826 |
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32.93 |
% |
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Officers as a group (9 persons) |
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For purposes of these tables above, beneficial ownership has been determined in accordance
with the provisions of Rule 13d-3 of the Securities Exchange Act of 1934 under which, in general, a
person is deemed to be the beneficial owner of a security if he or she has or shares the power to
vote or direct the voting of the security or the power to dispose of or direct the disposition of
the security, or if he or she has the right to acquire beneficial ownership of the security within
sixty days. All shares of common stock indicated in the above tables are subject to the sole
investment and voting power of the identified director or officer, except as otherwise set forth in
the footnotes below. All data included in the footnotes below is as of March 31, 2008.
(1) |
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According to Amendment No. 2 to Schedule 13G filed with the Securities and Exchange
Commission (the SEC) on February 20, 2008 by Mr. Rebibo, as of December 31, 2007, Mr. Rebibo
was the beneficial owner of 1,052,497 shares of the Corporations common stock and had shared
voting and investment power with respect to 583,345 shares. |
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Includes 128,864 shares held in trust and with respect to which Mr. Babbitt shares the power
to vote and dispose of the shares, 47,790 shares that Mr. Babbitt holds jointly with his
spouse, and 9,900 shares that Mr. Babbitt holds jointly with his grandchildren. |
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Includes 83,872 shares held by Mr. Clarkes spouse, of which 83,310 are pledged as collateral
for loans; 232,220 shares pledged by Mr. Clarke as collateral for loans; and 87,502 shares
held by Mr. Clarke in margin accounts that may from time to time be pledged as collateral. |
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Includes 7,512 shares held by Mr. Edgemonds spouse; 16,882 shares held by Mr. Edgemond as
custodian for minor children; 462,283 shares held in trust and with respect to which Mr.
Edgemond shares the power to vote and dispose of such shares, 300,000 shares of which are held
in margin accounts that may from time to time be pledged as collateral. |
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Includes 15,700 shares held by Mr. Hackemers spouse and 135,778 shares that Mr. Hackemer
holds jointly with his spouse. |
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Includes 193,700 shares that Mr. Jadlos holds jointly with his spouse. |
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Includes 316,290 shares that Mr. Kody holds jointly with his spouse and 38,601 shares held by
Kody Holdings, LLC, of which Mr. Kody has 50% ownership. |
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Includes 395,005 shares held by Mr. Rebibo in margin accounts that may from time to time be
pledged as collateral. |
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Includes 37,423 shares held by Mr. Shoemakers spouse; 216,435 shares that Mr. Shoemaker
holds jointly with his spouse, 215,910 of which are pledged collateral for loans; and 3,677
shares held as custodian for his minor children. |
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Includes 44,873 shares that Mr. Wimer holds jointly with his spouse. |
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 (the Exchange Act) requires directors,
executive officers and 10% beneficial owners of companies whose securities are registered under
Section 12 of the Exchange Act to file reports with the Securities and Exchange Commission (the
SEC) concerning their ownership of the companies securities. Based solely upon the
Corporations review of such reports, the Corporation believes that all executive officers,
directors or greater than 10% beneficial owners filed these required reports on a timely basis with
respect to 2007 with the following exceptions: Mr. Edgemond filed one late Form 4 during the year
for two transactions and Mr. Hackemer filed one late Form 4 during the year for one transaction.
PROPOSAL ONE
ELECTION OF DIRECTORS
The Board is divided into three classes (I, II, and III) of directors. The term of office for
Class III directors will expire at the Annual Meeting. The three (3) persons named below, each of
whom currently serves as a director of the Corporation, will be nominated to serve as Class III
directors. If elected, the Class III nominees will serve until the 2011 Annual Meeting of
Shareholders. The persons named in the proxy will vote for the election of the nominees named
below unless authority is withheld. The Board believes that the nominees will be available and
able to serve as directors, but if any of these persons should not be available or able to serve,
the proxies may exercise discretionary authority to vote for a substitute proposed by the Board.
Certain information concerning the nominees for election at the Annual Meeting as Class III
directors is set forth below, as well as certain information about the Class I and II directors,
who will continue in office until the 2009 and 2010 Annual Meetings of Shareholders, respectively.
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Served |
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Name (Age) |
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Since (1) |
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Previous Business Experience |
Class III Nominees |
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(To Serve Until the 2011 Annual Meeting) |
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Jacques Rebibo (68)
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1999 |
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Mr. Rebibo has served as
non-executive Chairman of
the Board of Directors of
the Corporation since it
was formed in 2002. He has
served as a director of the
Bank since it was organized
in 1999 and as
non-executive Chairman of
the Banks board of
directors since February
22, 2000. Mr. Rebibo
currently serves as a
management and financial
consultant. Prior to
retiring from Xybernaut
Corporation in 2002, Mr.
Rebibo was executive vice
president, worldwide sales
and North American
operations. From 1997
until Xybernaut Corporation
purchased the company in
2000, Mr. Rebibo was chief
executive officer and
chairman of the board of
Selfware, Inc., a software
development firm. From
1985 until 1996, Mr. Rebibo
served as chief executive
officer and president of
Mortgage Investment
Corporation (now Access
National Mortgage
Corporation). Mr. Rebibo
served as a director of
Fairfax Bank and Trust
Company, Fairfax, Virginia,
from 1986 to 1995. Mr.
Rebibo graduated from
Memphis State University
with a B.S. degree in
mathematics, from the
University of Maryland with
an M.A. degree, and from
the College of Financial
Planning with a C.F.P.
degree. |
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Served |
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Name (Age) |
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Since (1) |
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Previous Business Experience |
John W. Edgemond (46)
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1999 |
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Mr. Edgemond has served as
a director of the
Corporation since it was
formed in 2002 and has
served as a Director of the
Bank since it was organized
in 1999. Mr. Edgemond is
the owner and president of
Greenworks Landscaping, a
contract landscape and
retail nursery in
Chantilly, Virginia, which
he founded in 1987. Prior
to that time, Mr. Edgemond
operated as a sole
proprietor in the landscape
business in Northern
Virginia. Mr. Edgemond
graduated from the
University of California at
Davis with a B.S. degree in
plant science. |
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J. Randolph Babbitt (61)
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1999 |
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Mr. Babbitt has served as a
Director of the Corporation
since it was formed in 2002
and has served as a
Director of the Bank since
it was organized in 1999.
Mr. Babbitt has been
president and chief
executive officer of ECLAT
Consulting, Inc., an
aviation consulting
practice, since its
organization in 2001, which
was merged into Oliver
Wyman in September 2007,
where Mr. Babbitt serves as
Partner. Mr. Babbitt
formerly served as
president of the Air Line
Pilots Association
International and has more
than 40 years of experience
in the aviation field,
starting in 1966 as a pilot
for Eastern Air Lines. Mr.
Babbitt attended the
University of Georgia and
University of Miami. |
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Class I Directors |
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(Serving Until the 2009 Annual Meeting) |
Michael W. Clarke (46)
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1999 |
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Mr. Clarke has served as
President, Chief Executive
Officer and a Director of
the Corporation since it
was formed in 2002 and has
served as President, Chief
Executive Officer and a
Director of the Bank since
it was organized in 1999.
Prior to joining the Bank,
Mr. Clarke served as Chief
Credit Officer of Patriot
National Bank from its
inception in 1990 until the
company was sold in 1997
and remained with United
Bank in the same capacity
through 1998. Prior to
joining Patriot, Mr. Clarke
was Vice President of
commercial lending at
Crestar Bank in Alexandria,
Virginia, from 1985 to
1989. Mr. Clarke graduated
from Virginia Tech with a
B.S. degree in finance. Mr.
Clarke has over 23 years of
experience in the banking
industry. |
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James L. Jadlos (42)
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2000 |
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Mr. Jadlos has served as a
Director of the Corporation
since it was formed in 2002
and has served as a
Director of the Bank since
May 23, 2000. Mr. Jadlos
is CEO of McDash Analytics,
LLC, a provider of data
services to support the
mortgage industry. He is
also the lead principal
with Griffin Capital
Partners, which specializes
in the valuation, sale and
brokerage of mortgage
assets. Both entities are
based in Denver, Colorado.
Mr. Jadlos graduated from
the University of Virginia
with a B.A. degree in
economics and has over 19
years of experience in the
mortgage industry. |
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Class II Directors |
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(Serving Until the 2010 Annual Meeting) |
Robert C. Shoemaker (47)
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1999 |
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Mr. Shoemaker has served as
Executive Vice President
and a Director of the
Corporation since it was
formed in 2002 and has
served as Executive Vice
President, Chief Credit
Officer and a Director of
the Bank since it was
organized in 1999. From
1990 to |
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Served |
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Name (Age) |
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Since (1) |
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Previous Business Experience |
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1999, Mr. Shoemaker
served as Senior Vice
President of construction
and real estate lending for
Patriot National Bank, in
Vienna, Virginia and its
successor, United Bank.
Mr. Shoemaker graduated
from the Hankamer School of
Business at Baylor
University with a B.A.
degree in business
administration. Mr.
Shoemaker has over 23 years
of experience in the
banking industry. |
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Thomas M. Kody (46)
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1999 |
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Mr. Kody has served as a
Director of the Corporation
since it was formed in 2002
and has served as a
Director of the Bank since
it was organized in 1999.
Since 1994, Mr. Kody has
owned and operated a
network of automobile
dealerships and related
businesses in Maryland and
Virginia. Mr. Kody
graduated from the
University of Virginia with
a B.A. degree in economics
and government and attended
the University of
Virginias McIntire School
of Commerce. |
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(1) |
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Includes term as a director of the Bank prior to the reorganization in which the Corporation
became the holding company for the Bank. |
Unless authority for the nominees is withheld, the shares represented by the enclosed proxy card,
if executed and returned, will be voted FOR the election of the nominees recommended by the Board
of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE DIRECTORS NOMINATED TO SERVE AS CLASS III
DIRECTORS.
CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS
The current Board of Directors is comprised of seven members, a majority of whom are
independent, as defined by the listing standards of the NASDAQ Stock Market, Inc. (Nasdaq).
The Board of Directors has determined in accordance with the Nasdaq listing standards that these
independent directors have no relationships with the Corporation that would interfere with the
exercise of their independent judgment in carrying out the responsibilities of a director. The
independent directors during 2007 were Messrs. Babbitt, Edgemond, Jadlos and Kody. Effective
January 1, 2008, the independent directors are Messrs. Babbitt, Edgemond, Jadlos, Kody and Rebibo.
During 2007, there were 12 meetings of the Board of Directors of the Corporation. Attendance
at Board meetings and Board committees was in person or by telephone. All of the directors
attended at least 75% of all meetings of the Board and Board committees on which he served. When
directors are unable to attend a meeting, it is the Corporations practice to provide all meeting
materials to the director, and the Chief Executive Officer (CEO) consults and apprises the
director of the meetings subject matter.
The Corporation has not adopted a formal policy on directors attendance at our annual
meetings of shareholders, although all board members are invited and encouraged to attend and,
historically, most have done so. Six of the seven board members attended the 2007 Annual Meeting
of Shareholders.
The Board of Directors has standing Audit, Nominating and Governance, Compensation, and Loan
Committees.
6
Nominating and Governance Committee. Members of the Nominating and Governance Committee
during 2007 were Messrs. Edgemond (Chair), Babbitt, Jadlos and Kody, each of whom was independent
under the Nasdaq listing standards. Effective January 1, 2008, the members of the Nominating and
Governance Committee are Messrs. Edgemond (Chair), Babbitt, Jadlos, Kody and Rebibo, each of whom
is independent under the Nasdaq listing standards. The committee met twice in 2007. The committee
is responsible for making recommendations to the full Board regarding nominations of individuals
for election to the Board of Directors and for evaluating the Boards structure, personnel,
committee composition and general governance processes. The committee operates pursuant to a
written charter adopted by the Board of Directors, which is available on the Corporations website,
www.AccessNationalBank.com under Investor Relations Governance Documents. The Board of
Directors reviews and reassesses the adequacy of this charter annually.
Qualifications for consideration as a director nominee may vary according to the particular
areas of expertise being sought as a complement to the existing Board composition. However,
minimum qualifications include high level leadership experience in business activities, breadth of
knowledge about issues affecting the Corporation and time available for meetings and consultation
on company matters. The committee seeks a diverse group of candidates who possess the background,
skills and expertise to make a significant contribution to the Board of Directors, to the
Corporation and to its shareholders. The committee evaluates potential nominees, whether proposed
by shareholders or otherwise, by reviewing their qualifications, results of personal and business
reference interviews and other relevant information. Candidates whose evaluations are favorable
are then recommended by the committee for selection by the full Board. The full Board then selects
and recommends candidates for nomination as directors for shareholders to consider and vote upon at
the annual meeting.
While there are no formal procedures for shareholders to submit director candidate
recommendations, the Nominating and Governance Committee will consider candidates recommended by
shareholders in writing. Such written submissions should include the name, address, and telephone
number of the recommended candidate, along with a brief statement of the candidates qualifications
to serve as a director. All such shareholder recommendations should be submitted to the attention
of the Corporations Secretary at the Corporations principal office in Reston, Virginia and must
be received by January 31, 2009 in order to be considered by the Nominating and Governance
Committee for the next annual election of directors. Any candidates recommended by a shareholder
will be reviewed and considered in the same manner as all other director candidates considered by
the Nominating and Governance Committee.
In addition, in accordance with the Corporations bylaws, any shareholder entitled to vote in
the election of directors generally may nominate one or more persons for election as director(s) at
an annual meeting if the nomination is made in writing. Any such shareholder nominations for the
next annual election of directors must be received by the Corporations Secretary at the
Corporations principal office in Reston, Virginia, no later than March 16, 2009, provided that
nominations shall not be required to be made more than 90 days prior to the date of the 2009 Annual
Meeting.
In order to be valid, a shareholder nomination must set forth (1) the name and address of the
shareholder who intends to make the nomination; (2) the name and address of the person or persons
to be nominated; (3) a representation that the shareholder is a record holder of stock of the
Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice; (4) a description of all
arrangements or understandings between the shareholder and each nominee and any other person or
persons (naming such persons) pursuant to which the shareholder is making the nomination; (5) such
other information regarding each nominee proposed by such shareholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the SEC, had the nominee been
nominated, or intended to be nominated, by the Board of Directors, including the amount and nature
of the nominees beneficial ownership of the Corporation, the nominees principal occupation for
the past five years and his or her age; and (6) the written consent of each nominee to serve as a
director if elected.
Compensation Committee. Members of the Compensation Committee during 2007 were Messrs. Jadlos (Chair), Babbitt,
Edgemond and Kody, each of whom was independent under the Nasdaq listing standards.
Effective January 1, 2008, the members of the Nominating and Governance Committee are Messrs. Jadlos
7
(Chair), Babbitt, Edgemond, Kody and Rebibo, each of whom is independent under the Nasdaq listing
standards. The committee met twice in 2007. The committee is responsible for recommending the
level of compensation of each executive officer of the Corporation and its subsidiaries, the
granting of equity based compensation, employment agreements and other employee compensation plans
for approval by the full Board of Directors, except that the Chief Executive Officer is not present
during deliberations or voting with respect to his compensation. The committee operates pursuant
to a written charter adopted by the Board of Directors, which the committee reviews and reassesses
annually and recommends any changes to the Board of Directors for approval. The charter is
available on the Corporations website, www.AccessNationalBank.com under Investor
Relations Governance Documents.
Audit Committee. Members of the Audit Committee during 2007 were Messrs. Babbitt (Chair),
Edgemond, Jadlos and Kody, each of whom satisfied the independence requirements and financial
literacy requirements of the Nasdaq listing standards and SEC regulations applicable to audit
committee members. Effective January 1, 2008, the members of the Audit Committee are Messrs.
Babbitt (Chair), Edgemond, Jadlos, Kody and Rebibo, each of whom satisfies the independence
requirements and financial literacy requirements of the Nasdaq listing standards and SEC
regulations applicable to audit committee members.
While the Board of Directors believes that all of its Audit Committee members have the
necessary experience and level of financial sophistication to serve effectively on the Audit
Committee, the Board has determined that the Corporation does not currently have an audit
committee financial expert, as defined by the SECs rules and regulations, serving on the Audit
Committee. Nevertheless, the Board of Directors believes that the cumulative experience of the
directors serving on the Audit Committee is adequate to provide appropriate oversight of the
Corporations and the Banks audit functions. The members of the Audit Committee have significant
management and financial oversight experience in businesses of various size and complexity across a
variety of industries. In addition, all members of the Audit Committee have past employment
experience in finance or accounting or comparable experience which results in each individuals
financial sophistication.
The Audit Committee assists the Board in its oversight duties with respect to financial
reporting, internal controls and other matters relating to corporate governance. The Audit
Committee reviews and approves various audit functions including the year-end audit performed
by the Corporations independent public accountants. The Audit Committee met eight times
during 2007. The committee operates pursuant to a written charter adopted by the Board of
Directors, which is available on the Corporations website,under Investor Relations -
Governance Documents. See Report of the Audit Committee on page
26.
Code of Ethics. The Corporation has adopted a Code of Ethics that applies to its directors,
executives and employees. The Corporations Code of Ethics is available on the Corporations
website, www.AccessNationalBank.com under Investor Relations Governance Documents.
Shareholder Communications with the Board of Directors
Shareholders who wish to contact the Board of Directors or any of its members may do so by
addressing their written correspondence to Board of Directors/Individual Director, c/o Corporate
Secretary, Access National Corporation, 1800 Robert Fulton Drive, Suite 300, Reston, Virginia
20191. All shareholder communications must be written and should contain the address, telephone
number and email address, if any, of the person submitting the communication. All shareholder
communications will be delivered to their addressees. Correspondence directed to an individual
Board member will be referred, unopened, to that member. Correspondence not directed to a
particular Board member will be referred, unopened, to the Secretary or CEO.
Executive Officers Who Are Not Directors
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Executive |
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Officer |
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Name (Age) |
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Since |
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Current Position |
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Previous Business Experience |
Charles Wimer (63)
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2000 |
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Executive Vice
President
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Mr. Wimer has served as
Executive |
8
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and Chief
Financial Officer,
Access National
Corporation and
Access National
Bank.
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Vice President
and Chief Financial Officer
of the Corporation since
April 2002 and has served
as Executive Vice President
and Chief Financial Officer
of the Bank since January
2000. |
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Dean F. Hackemer (43)
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2004 |
|
|
Senior Vice
President, Access
National Bank;
President and Chief
Executive Officer,
Access National
Mortgage
Corporation.
|
|
Mr. Hackemer has served as
Senior Vice President of
the Bank and President of
Access National Mortgage
Corporation since September
2004. Prior to his current
role, Mr. Hackemer served
as Executive Vice President
and Chief Operating Officer
of the mortgage company
from 2002 to 2004, and as a
loan officer, Vice
President and Senior Vice
President of Mortgage
Investment Corporation from
1992 to 2002. Mr. Hackemer
graduated from the
University of Virginia with
a B.A. degree in economics.
Mr. Hackemer has over 20
years of banking and
mortgage banking
experience. |
EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
Compensation Philosophy and General Objectives
The overall objective of the Corporations various compensation programs is to attract and
retain skilled personnel. The Corporation believes the attraction and retention of skilled
professionals has been the single most important contributing factor to the Corporations success
since its inception. The Corporation recruits for and places high performance expectations upon
its personnel. In order to attract highly skilled personnel, the Corporation aims to provide
attractive compensation plans that allow top performing personnel to be well compensated when
compared to local bank competitors.
The Compensation Committee periodically assesses the overall compensation provided to its
employees, executives and directors against a variety of benchmarks to provide points of reference.
The Compensation Committee examines industry sponsored studies, industry white papers, reports in
trade publications and practices within individual companies, composites and subgroups of publicly
traded banking companies. In reviewing these various data sources, the Compensation Committee
examines and considers not only the absolute value of each element of compensation and the total
compensation, but also the allocation of each element within the total. The Compensation Committee
does not rely upon any single source or formula to explicitly benchmark and determine the pay of
its employees and executives.
For this discussion, compensation benefits may be characterized as current compensation and
long-term compensation. The Corporations current compensation is designed to provide employees
with current cash compensation that compares favorably against the Corporations peers but is not
necessarily the highest. Examples of current compensation are base salaries, commissions and cash
bonuses. Employees and officers responsible for revenue production and executive duties are
compensated more highly than back office and administrative employees. Long-term compensation
benefits are designed to provide each employee with the opportunity to create long-term wealth and
financial security. Examples of long-term compensation include option awards and retirement plan
contributions. Select long-term compensation benefits also serve to align the employees long-term
interests with that of the Corporations shareholders. Furthermore, the Corporation fosters, and
in some instances requires, ownership in the Corporation and use of the Corporations products and
services by personnel at all levels.
9
Compensation of executive officers is based upon the Compensation Committees review of the
performance and qualifications of each executive in the context of the business environment,
defined job responsibilities, goals and objectives, and is established at least annually. Total
compensation of each executive is comprised of base salary and performance-based compensation
consisting of annual cash bonuses and stock option awards. In addition, each executive is entitled
to participate in all other Corporation-provided benefits such as health and life insurance
coverage and the retirement savings plan. The basic compensation arrangement, as well as other
covenants and terms designed to protect and benefit the interests of both parties, are set forth in
employment contracts.
Board Process
The Compensation Committee of the Corporations Board of Directors is responsible for
establishing and administering compensation of the Corporations executive officers, including the
named executive officers and directors. The Committee is comprised of all of the non-employee
independent directors, as such terms are defined by the SEC and the Nasdaq listing standards.
The Committee operates pursuant to a written charter adopted by the Board of Directors. The
Committee reviews and reassesses this charter annually and recommends any changes to the Board of
Directors for approval.
Under the 1999 Stock Plan, the Committee may delegate all or part of its duties and
obligations to a designated officer(s) to administer the plan with respect to awards to employees
who are not subject to Section 16 of the Exchange Act. The Compensation Committee has delegated
authority to the CEO or joint authority to the CFO and CCO to authorize awards for the purpose of
recruiting and retaining non-executive officers and employees of the corporation. The Committee
historically has not used the services of a compensation consultant with respect to executive
and/or director compensation matters, and did not do so for 2007, and does not currently plan to do
so for 2008.
The Compensation Committee monitors the compensation environment by reviewing information from
various trade resources, publications and peer companies. The President, CEO also prepares a
spreadsheet of data for each executive officer based on performance, and with that, the Committee
commences its work to prepare for annual reviews, performance evaluations, bonus and salary
adjustments early in the fourth quarter of the year. The Committee begins by reviewing past
practices and any current issues that have been brought to light that may affect the decision
process. With the assistance of the CEO and the Corporate Secretary, the Committee Chair prepares
draft evaluations of each named executive officer that outlines performance assessments and the
various components of compensation. The drafts are reviewed by the Compensation Committee and
refined as the year end financial statement closing process proceeds in January of the year
following the performance period. The CEO also submits a draft of option award recommendations for
all officers and employees other than the named executive officers. Generally, by the time the
Board of Directors meeting takes place in January, the financial statements are deemed to be final
and the Compensation Committee has finalized its recommendations for action by the full Board of
Directors. The Board reviews the recommendations, and if in agreement, approves the compensation
elements at the same meeting as the financial statements are considered final. Payment of annual
cash bonuses is deferred until the financial statement audit is complete.
Employment Agreements and Potential Payments Upon Termination or Change in Control
The Corporation does not have any employment agreements with its executives. All executive
officers are presently serving under employment agreements with the Bank or its subsidiaries as
outlined below.
Effective January 1, 2005, the Bank and Mr. Clarke entered into an employment agreement under
which Mr. Clarke serves as President, CEO of Access National Bank for a current annual base salary
of $285,000, subject to annual increases at the discretion of the Board of Directors. The
performance review for 2007 resulted in no base salary increase for 2008 over 2007. In addition,
the agreement provides for an annual performance bonus of up to 100% of base salary, an annual
grant of up to 10,000 stock options issued at market value and other benefits including life
insurance, family health insurance, disability insurance coverage and privileges generally provided
to executives, as well as vacation and reimbursement of reasonable business expenses.
10
Mr. Clarkes agreement is for a term of five years ending December 31, 2009, with automatic
two year renewals unless at least 120 days advance notice of nonrenewal is provided prior to the
end of the initial term or any extended term. Mr. Clarke serves at the pleasure of the Banks
Board of Directors. If, during the term of the agreement, the Bank terminates Mr. Clarkes
employment without cause (as defined in the agreement) or Mr. Clarke terminates his employment for
good reason (as defined in the agreement), Mr. Clarke will be entitled to a lump sum payment equal
to 1.99 times his trailing base and cash bonus compensation as paid over the 12 months preceding
the termination date. Additionally, Mr. Clarke will be entitled to any bonuses that would have
been paid, and medical, life and disability insurance (subject to elimination if Mr. Clarke becomes
employed and has substantially similar coverage available to him), until the expiration date of the
agreement. If Mr. Clarkes employment is terminated voluntarily by him within 180 days after a
change in control (as defined in the agreement), he is entitled to the same benefits as if his
termination were not for cause. The agreement also contains non-competition covenants for a period
of one year following termination of Mr. Clarkes employment other than a termination by the Bank
without cause or by Mr. Clarke for good reason (except that in the case of a termination in
connection with a change of control, the covenants will apply). If Mr. Clarkes employment is
terminated by his disability (as defined in the agreement) or death, he or his estate will be paid
his base salary and bonus payments accrued to him prior thereto regardless of any closing date and
he or his estate will be also paid any bonuses that would have been paid for a period of six months
after his disability or death. In the event of termination for other than cause, Mr. Clarke is
entitled to health insurance benefits for the sooner of the remainder of the term of the agreement
or until he is reemployed where there are substantially similar benefits available. Finally, the
agreement contains a covenant requiring Mr. Clarke to maintain ownership in the Corporations
common stock in an amount no less than $1,250,000 (five times his initial base salary under the
agreement) for so long as the agreement remains in effect.
Effective January 1, 2005, the Bank and Mr. Shoemaker entered into an employment agreement
under which Mr. Shoemaker serves as Executive Vice President of the Bank. The terms of Mr.
Shoemakers agreement are substantially the same as Mr. Clarkes agreement, except as follows. Mr.
Shoemakers current annual salary is $230,000, his annual performance bonus opportunity is up to
60% of his base salary, and he may receive an annual grant of up to 7,000 stock options issued at
market value. The performance review for 2007 resulted in a 3.0% base salary increase for 2008
over 2007. The lump sum payment due for termination by the Bank without cause or Mr. Shoemakers
termination for good reason or in connection with a change in control is equal to 1.25 times his
trailing base and cash bonus compensation as paid over the 12 months preceding the termination
date. In the event of termination for other than cause, Mr. Shoemaker is entitled to health
insurance benefits for the sooner of the remainder of the term of the agreement or until he is
reemployed where there are substantially similar benefits available. The agreement requires Mr.
Shoemaker to maintain ownership in the Corporations common stock in an amount no less than
$487,500 (two and one half times his initial base salary under the agreement) for so long as the
agreement remains in effect.
Effective January 1, 2000, the Bank and Mr. Wimer entered into a five year employment
agreement under which Mr. Wimer serves as Executive Vice President and Chief Financial Officer of
the Bank. The contract was automatically renewed for two years on January 1, 2007. The terms of
Mr. Wimers agreement are substantially the same as Mr. Clarkes agreement, except as follows.
Mr. Wimers current annual salary is $185,000 and his annual performance bonus opportunity is up to
30% of his base salary. The performance review for 2007 resulted in a 2.5% base salary increase for
2008 over 2007. If, during the term of the agreement, Mr. Wimers employment is terminated without
cause or Mr. Wimer terminates his employment with good reason or in connection with a change in
control, Mr. Wimer will be entitled to continue receiving his base salary payable at regular
paydays for one year (or if the employer chooses or the termination is in connection with a change
in control, a lump sum severance payment in an equivalent amount) and, to the extent eligible
therefore, to receive any commissions or bonuses earned prior to the date of termination. In
addition, Mr. Wimer will be entitled to bonuses that would have been paid, and medical, life and
disability insurance (subject to elimination if Mr. Wimer becomes employed and has substantially
similar coverage available to him), until the expiration date of the agreement. The agreement
contains no covenant requiring Mr. Wimer to maintain any ownership in the Corporations common
stock.
Effective January 1, 2005, Access National Mortgage Corporation and Mr. Hackemer entered into
an employment agreement under which Mr. Hackemer serves as President and Chief Executive Officer of
the Mortgage Corporation and Senior Vice President of the Bank. The terms of Mr. Hackemers
agreement are substantially the same as Mr. Clarkes agreement, except as follows. The original
term was for three years ending December 31, 2007, with automatic one year renewals. The contract
was automatically renewed for one year on January 1, 2008. Mr. Hackemers annual base salary is
currently $280,000 and his annual performance bonus opportunity is up to 100% of his base salary.
The performance review for 2007 resulted in no base salary increase for 2008 over 2007. If, during
the term of the agreement, Mr. Hackemers employment is terminated without cause or Mr. Hackemer
terminates his employment for good reason or in connection with a change in control (as defined in
the agreement), Mr. Hackemer will be entitled to continue receiving his base salary payable at
regular paydays until the expiration date of the employment agreement (or if Mr. Hackemer requests,
the employer chooses, or the termination is in connection with a change in control, a lump sum
severance payment in an equivalent amount) and will be entitled to bonus and medical and life
insurance until the expiration date of the agreement. The agreement also contains non-competition
covenants for the shorter of six months or the remaining term of the agreement following
termination of his employment other than by the employer without cause or by Mr. Hackemer with good
reason (except that in the case of a termination in connection with a change in control, the
covenants will apply). If Mr. Hackemers employment is terminated by his disability (as defined in
the agreement) or death, he or his estate will be paid all compensation accrued to him prior
thereto, including a pro rata portion of the annual bonus assessed as of his date of termination.
If Mr. Hackemers employment is terminated with cause or Mr. Hackemer terminates his employment
prior to the third anniversary of his agreement without good reason or other than within 180 days
after a change in control, Mr. Hackemer will forfeit all of his rights under the agreement, he will
be required to comply with the non-competition covenant and he must pay the Corporation the
following amount depending on when his termination occurs: $50,000 if during the first year of the
agreement, $40,000 if during the second year of the agreement, or $30,000 if during the third year
of the agreement. The agreement contains no covenant requiring Mr. Hackemer to maintain any
ownership in the Corporations common stock.
Effective January 1, 2005, Access National Mortgage Corporation and Mr. Hackemer entered into
an employment agreement under which Mr. Hackemer serves as President and Chief Executive Officer of
the
11
Mortgage Corporation and Senior Vice President of the Bank. The terms of Mr. Hackemers
agreement are substantially the same as Mr. Clarkes agreement, except as follows. The original
term was for three years ending December 31, 2007, with automatic one year renewals. The contract
was automatically renewed for one year on January 1, 2008. Mr. Hackemers annual base salary is
currently $280,000 and his annual performance bonus opportunity is up to 100% of his base salary.
The performance review for 2007 resulted in no base salary increase for 2008 over 2007. If, during
the term of the agreement, Mr. Hackemers employment is terminated without cause or Mr. Hackemer
terminates his employment for good reason or in connection with a change in control (as defined in
the agreement), Mr. Hackemer will be entitled to continue receiving his base salary payable at
regular paydays until the expiration date of the employment agreement (or if Mr. Hackemer requests,
the employer chooses, or the termination is in connection with a change in control, a lump sum
severance payment in an equivalent amount) and will be entitled to bonus and medical and life
insurance until the expiration date of the agreement. The agreement also contains non-competition
covenants for the shorter of six months or the remaining term of the agreement following
termination of his employment other than by the employer without cause or by Mr. Hackemer with good
reason (except that in the case of a termination in connection with a change in control, the
covenants will apply). If Mr. Hackemers employment is terminated by his disability (as defined in
the agreement) or death, he or his estate will be paid all compensation accrued to him prior
thereto, including a pro rata portion of the annual bonus assessed as of his date of termination.
If Mr. Hackemers employment is terminated with cause or Mr. Hackemer terminates his employment
prior to the third anniversary of his agreement without good reason or other than within 180 days
after a change in control, Mr. Hackemer will forfeit all of his rights under the agreement, he will
be required to comply with the non-competition covenant and he must pay the Corporation the
following amount depending on when his termination occurs: $50,000 if during the first year of the
agreement, $40,000 if during the second year of the agreement, or $30,000 if during the third year
of the agreement. The agreement contains no covenant requiring Mr. Hackemer to maintain any
ownership in the Corporations common stock.
The Corporation presently utilizes the following elements of compensation that are discussed
generally and specifically as it relates to its named executives.
Base Salaries
As the practice is customary in the financial services industry, the Corporation chooses to
pay base salaries on regular intervals to reward employees for their qualifications and the
discharge of duties in tending to daily affairs of the Corporation. The Corporation expects base
salaries to provide its employees with adequate cash flow to afford a lifestyle commensurate with
their professional status and accomplishments. Certain sales personnel receive commissions as
their primary compensation in lieu of salaries in order to reward successful sales efforts. The
Corporation determines base salaries within the framework of general practices within the industry
and considers individual duties and responsibilities in making salary determinations. Salary
adjustments are made from time to time to reward performance against periodic goals and expanding
the scope of activity and responsibility. As noted previously, it is the Corporations desire and
intention for the base salaries of its personnel to fall within the higher end of the general
practices of its peer companies. Base salaries are the most important element of compensation as
many other elements discussed in this Compensation Discussion and Analysis are determined based
upon the underlying base salary of the employee or executive.
For officers and employees other than the named executive officers, salaries are administered
under policies and guidelines set forth by management that are deemed reasonable for the nature of
each employees responsibility, business conditions, skills, and performance. Generally all
employees receive a competitive base salary commensurate with their skills, experience and
responsibilities. The Corporation has a Salary Administration Program that is managed by the
Director of Human Resources that ensures that properly documented performance reviews and salary
adjustments are made in time intervals that are appropriate.
The current base salaries and results of annual review adjustments for the Corporations named
executive officers are explained above in the summary of the Employment Agreements and outlined
under the Salary column in the Summary Compensation Table contained in this Proxy
Statement. The evaluation criteria for named executive officer base salary adjustments are
substantially similar to and reviewed at the same time as the performance factors described under
the Cash Bonus section that follows.
12
Cash Bonuses (Non-Equity Incentive)
The Corporations practice is to award cash bonuses annually to its officers and other select
employees based upon satisfaction of selected performance objectives during the preceding year.
This practice is designed to encourage executives and employees to reach and exceed financial and
non-financial goals in the continuing development of the Corporations business. The Corporation
pays this compensation element to motivate performance that compares well to the Corporations peer
group and advances the ongoing interests of its shareholders.
With respect to performance-based cash bonuses, the named executive officers of the
Corporation (other than the President of the Mortgage Corporation) are primarily evaluated based
upon the 5 quantitative and qualitative assessment factors indicated below. Under each assessment
factor, there are sub-components that are rated on a scale of 0-5, with 0 indicating Failure to
Perform and 5 indicating Outstanding performance. The sub-components are then aggregated into a
composite rating or average resulting in a 0-5 rating for each of the broader assessment factors.
The assessment factors are then aggregated into an overall composite or average rating that is
applied toward the eligible base cash bonus as set forth in the executives employment contract.
There is no minimum payment threshold.
o |
|
Regulatory Exam / Audit results. The maximum bonus award would be achieved by
maintaining high ratings against corporate objectives in all of the sub-categories. |
|
§ |
|
Regulatory Exams |
|
|
§ |
|
Internal Audit Results |
|
|
§ |
|
External Audit Results |
o |
|
Asset Quality. The maximum bonus award would be achieved by maintaining outstanding
ratings in Regulatory and Loan Reviews as well as outstanding asset quality measures
compared against various peer groups. |
|
§ |
|
Regulatory Assessment |
|
|
§ |
|
Loan Review |
|
|
§ |
|
Past Dues |
|
|
§ |
|
Non-Performing Assets |
|
|
§ |
|
Charge Offs |
o |
|
Return on Equity. The maximum bonus award would be achieved by both meeting budget
goals and outperforming peers. |
o |
|
General Budget Performance. The maximum bonus award would be achieved by meeting or
exceeding budget goals. |
|
§ |
|
Net Income consolidated |
|
|
§ |
|
Net Income Bank only before tax and provision for loan losses |
|
|
§ |
|
Asset Growth |
o |
|
Leadership, Governance and Relationships. The maximum bonus award would be achieved by
ratings of outstanding in each of the sub-categories. |
|
§ |
|
Quality |
|
|
§ |
|
Productivity |
|
|
§ |
|
Knowledge |
|
|
§ |
|
Reliability/Timeliness |
|
|
§ |
|
Attendance |
|
|
§ |
|
Initiative |
|
|
§ |
|
Creativity |
|
|
§ |
|
Working Relationships |
|
|
§ |
|
Adherence to Policies, Plans |
When evaluating the performance in Asset Quality and Return on Equity, the Compensation Committee
assesses data from the following sources:
13
o |
|
All FDIC-insured commercial banks with assets between $100 million and $1 billion. The
data is released quarterly by the FDIC and summarizes the averages of key data points for
approximately 3,673 commercial banks. The average asset size of banks within the group was
$285 million compared to the Corporations reported total assets of $622 million as of
December 31, 2007. This data source is focused upon operating commercial banks and is
used to compare performance of the Corporations subsidiary bank, exclusive of the holding
corporation. |
o |
|
Selected small capitalization ($1 billion or less) community banks and thrifts as
published by Scott & Stringfellow, Inc. This peer data contains performance statistics for
approximately 47 consolidated public holding companies of banks and thrifts, including
Access National Corporation, in the Southeastern United States. The Corporations total
assets of $622 million as of December 31, 2007 fall below the peer group average of $1.54
billion. The peer group is used to obtain additional public data of consolidated bank
holding companies that is not tracked for operating banks through the FDIC source listed
above. |
Evaluations of the named executive officers of the Corporation (other than the President of
the Mortgage Corporation) also have a subjective element, at the full discretion of the Board. In
addition to the base cash bonus, an additional amount of cash bonus may be awarded under this
subject evaluation and is intended to reward exceptional performance in areas such as Return on
Equity, Return on Assets and stock price, both at nominal levels and in relation to peers.
With respect to base salary increases and awards of stock options, which are granted at the
discretion of the Board, the Committee subjectively evaluates the above-described factors in their
totality and does not employ a formula which predetermines the relative weighting of the factors.
The employment agreement of the President, Chief Executive Officer of the Bank provides that
he is eligible to receive an annual cash bonus in an amount up to 100% of his base salary, based on
an evaluation by the Board of Directors (delegated to the Compensation Committee) of the
performance factors listed above. In addition to the base cash bonus, an additional amount may
also be awarded that is intended to reward exceptional performance in areas such as Return on
Equity, Return on Assets and stock price, both at nominal levels and in relation to peers, at the
sole discretion of the Committee. Based upon the Committees evaluation of 2007 performance, Mr.
Clarke received a composite evaluation of 3.47 and was awarded a cash bonus of $50,000 as a base
level award and -0- as an additional amount, the total of which represented 17.5% of his base
salary for 2007. The actual bonus award reflected a $19,033 reduction made at the discretion of
the Compensation Committee due primarily to poor stock price performance during the year. The
bonus was paid in the first quarter of 2008.
The employment agreement of the Executive Vice President, Chief Credit Officer of the Bank
provides that he is eligible to receive an annual cash bonus in an amount up to 60% of his base
salary, based on an evaluation as outlined above. For 2007 performance, Mr. Shoemaker received a
composite evaluation of 3.51 and was awarded a cash bonus of $39,368 as a base level award and
$10,632 as an additional amount at the discretion of the Board for maintaining a low level of
credit related issues in the Banks portfolio. The total award of $50,000 represented 22.5% of his
base salary for 2007. The bonus was paid in the first quarter of 2008.
Although not written in his employment agreement, the understanding with the Executive Vice
President, Chief Financial Officer of the Bank provides that he is eligible to receive an annual
cash bonus in an amount up to 30% of his base salary, based on an evaluation of the corporate
performance factors listed above. Based upon the Committees evaluation of 2007 performance, Mr.
Wimer received a composite evaluation of 3.29 and was awarded a base level cash bonus of $21,360,
and an additional amount at the discretion of the Board of $3,640 for satisfactorily meeting the
Sarbanes-Oxley compliance requirements of the Corporation. The total award of $25,000 represented
13.9% of his base salary for 2007. The bonus was paid in the first quarter of 2008.
The President of the Mortgage Corporation, which position is currently held by Mr. Hackemer,
is evaluated based upon the following performance factors of such business unit. Each of the 4
factors is equally weighted. Within each factor are subcategories of performance factors. The
same 0-5 rating scales as described above are
14
utilized in Mr. Hackemers evaluation. The maximum bonus award would be achieved by meeting or
exceeding the budget or established goals in each of the sub-categories, and a minimum composite
score of 2.5 is required to receive any base cash bonus.
|
§ |
|
Origination volume |
|
|
§ |
|
Pre-Tax Margins |
|
|
§ |
|
Net Income Mortgage Corporation, compared to budget |
|
|
§ |
|
Net Income consolidated Corporation, compared to budget |
o |
|
Infrastructure Development / Business Plan Adherence |
|
§ |
|
Production objectives |
|
|
§ |
|
Recruiting |
|
|
§ |
|
Expansion of in-bound volume |
|
|
§ |
|
Referral Program with Bank |
|
|
§ |
|
Personnel Development |
o |
|
Quality Control Program |
|
§ |
|
Regulatory Compliance / Exam |
|
|
§ |
|
Internal Audit Results |
|
|
§ |
|
Repurchases / Indemnifications |
|
|
§ |
|
Investor Scorecards |
|
|
§ |
|
Post-Settlement Documents |
|
|
§ |
|
Delinquency Rates |
o |
|
Leadership, governance and relationships. |
|
§ |
|
Quality |
|
|
§ |
|
Productivity |
|
|
§ |
|
Knowledge |
|
|
§ |
|
Reliability/Timeliness |
|
|
§ |
|
Attendance |
|
|
§ |
|
Initiative |
|
|
§ |
|
Creativity |
|
|
§ |
|
Working Relationships |
|
|
§ |
|
Adherence to Policies, Plans |
The employment agreement of the President of the Mortgage Corporation provides that he is
eligible to receive an annual cash bonus in an amount up to 100% of his base salary, based on an
evaluation of the performance factors listed above. Based upon the Committees evaluation of 2007
performance, Mr. Hackemer received a composite evaluation of 2.33, which was below the minimum
performance threshold. In recognition of excellent progress in risk mitigation and containment of
counter-party claims, the Compensation Committee awarded Mr. Hackemer a discretionary cash bonus of
$7,500 for 2007, which represented 2.7% of his base salary for 2007. The bonus was paid in the
first quarter of 2008.
Cash bonuses that are paid to officers and employees other than the named executive officers
are predicated upon similar factors, adjusted for individual job responsibilities. In general,
line or customer contact personnel are provided the opportunity to earn cash bonuses of up to 25%
of their base salary, and administrative and back office positions up to 15% of base salary.
The cash bonuses as described above are also reported in the Summary Compensation
Table under the columns Bonus and Non-Equity Incentive Plan Compensation, as well as in the
Grants of Plan-Based Awards table under the Estimated Possible Payouts Under Non-Equity
Incentive Plan Awards column.
15
Dividend Reinvestment and Stock Purchase Plan (DRSPP)
The Corporation maintains a DRSPP as a benefit to its shareholders. Consistent with its
philosophy of facilitating employee stock ownership, the Corporation actively facilitates
participation in the DRSPP by its officers and employees. The DRSPP is available to all
shareholders of the Corporation on the same basis as employees, except that non-employee
shareholders cannot use the payroll deduction feature to make optional purchases under the plan.
The Corporation facilitates regular payroll deductions and permits after tax bonuses to be used to
make purchases under the plan. The plan provides that shares acquired from the Corporation through
the plan are purchased at a 5% discount from the market price. Once contributions are made to the
plan, the employee participant is free to trade or withdraw funds from the plan in a manner
consistent with any other shareholder participant.
This practice is designed to reward employee stock ownership. The Corporation chooses to
provide this element because it believes employee stock ownership motivates the Corporations
employees to pursue the success of the Corporation and aligns their interests with those of the
Corporations other shareholders.
Each of the Corporations named executive officers and directors participate in this plan.
Executive Stock Ownership Covenants
The Corporation requires its President and CEO to maintain ownership of Corporation common
stock with an aggregate value equal to no less than $1,250,000 at all times. As of March 31, 2008,
his beneficial holdings exceeded the requirement based upon the closing price of $7.13 with an
aggregate value of $4,377,378. The Corporations CCO is required to maintain ownership of
Corporation common stock with an aggregate value of no less than $487,500 at all times. As of
March 31, 2008, his beneficial holdings exceeded the requirement based upon the closing price of
$7.13 with an aggregate value of $2,558,964.
Option Awards
In recent years, stock options are the only form of equity compensation the Corporation has
granted. The Corporation does not grant restricted stock or other forms of equity compensation.
The Corporation makes option awards to select officers and employees. The objective of the option
awards is to provide long-term compensation that aligns the officers and employees interests with
those of the shareholders in building share value. The Corporation has chosen to pay this element
of compensation as it finds it desirable for its employees to generate wealth due to favorable
performance of the Corporations stock in the future. Furthermore, this long-term benefit helps
the Corporation attract and retain high caliber professionals.
The Corporations practice is to grant option awards during the first quarter of each year to
reward and recognize performance in the immediately preceding fiscal year. The Boards schedule is
determined several months in advance, and the proximity of any option awards to significant news
announcements or other market events is coincidental. The option awards granted in the first
quarter of 2008 for performance in 2007 carry a 2.5 year vesting period and a 3.5 year term.
Vesting requires passage of time and continued affiliation with the Corporation. Vesting does not
require any level of future performance. The option awards were priced at the closing price on the
award date. The Corporation expects future option awards to carry similar vesting, terms and
pricing provisions as those awards granted in the first quarter of 2008.
As outlined in their employment agreements, the CEO and CCO are each entitled to a specific
annual option award predicated upon satisfactory performance. Satisfactory performance is
measured against the same factors described previously under the cash bonus section of this
discussion. The following is a summary of the annual target/maximum and actual awards made to each
named executive officer for the year ended December 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
Annual Target/ |
|
|
Executive |
|
Maximum Award |
|
Actual Award |
|
Michael W. Clarke |
|
|
10,000 |
|
|
|
7,500 |
|
Robert C. Shoemaker |
|
|
7,000 |
|
|
|
5,250 |
|
Charles Wimer |
|
|
n/a |
|
|
|
1,875 |
|
Dean Hackemer |
|
|
n/a |
|
|
|
2,250 |
|
16
The annual target/maximum option award amounts for the CEO and CCO were negotiated at the time
of their employment agreements based upon a review of peer companies and industry practices at that
time. Award of the options specified under the employment agreements requires satisfactory
performance. For 2007, although performance met the standard of satisfactory as evaluated by the
Compensation Committee, the quantity of options actually awarded were reduced in recognition of
corporate financial and stock price performance below expectations. The awards for the other
named executive officers are predicated upon the Compensation Committees evaluation of performance
of the indicated executive.
Option awards for officers and select employees other than the named executive officers are
administered in a similar manner. The terms are generally the same. The non-executive officer and
employee awards are directed towards line personnel and other key support positions. General
guidelines of annual awards are up to 10% of the employees base salary calculated upon the
aggregate exercise price of the award. Awards are predicated upon the employees specific
performance for the prior year just ended, as well as the overall corporate performance compared
against goal objectives.
All Other Compensation
The Corporation has a 401(k) defined contribution plan available to all employees subject to
qualifications under the plan. The plan allows officers and employees of all levels to contribute
earnings into a retirement account on a pre-tax basis. In addition, it has been the Corporations
practice to make discretionary contributions to the plan. In 2007, the Corporation made
discretionary contributions to participant accounts equal to 50% of the employees contributions.
This element of compensation is designed to reward long-term savings and encourage financial
security. The Corporation thinks it is in its best interest to encourage its employees to attain
long-term financial security through active savings. This compensation benefit is consistent with
that philosophy. Furthermore, an attractive retirement plan helps the Corporation attract and
retain high caliber professionals. In 2007, each of the Corporations named executive officers
participated in the 401(k) plan and received matching contributions that are reported under the
All Other Compensation column of the Summary Compensation Table as well as in the All
Other Compensation table.
Certain positions within the Corporation require the Corporations officers and employees to
travel and incur communications costs. The Corporation generally does not provide perquisites such
as Corporation owned vehicles or cellular phones. The Corporation provides its named executive
officers with expense allowances that are commensurate with the requirements of the duties and role
of the individual within the Corporations business and the community. As part of their respective
employment agreements, Messrs. Clarke, Shoemaker and Hackemer each receive a flat dollar amount for
auto expenses. Beginning in February 2007, all of the named executive officers receive a flat
dollar amount for communication expenses. The objective of these types of compensation benefits is
to compensate select employees for use of their personal assets in the discharge of their duties.
The Corporation does not audit the underlying activity so it is possible that actual expenses
incurred by the employee may be more or less than the benefit provided. The amount paid is the
Corporations estimate of the appropriate cost for the indicated service or asset. The aggregate
amount of these benefits are reported on the employees Form W-2 and included in the taxable income
reported by the Corporation for the employee. The actual costs to the Corporation of providing the
auto and communication expense amounts to the Corporations named executive officers for 2007 are
contained under the All Other Compensation column of the Summary Compensation Table as
well as in the All Other Compensation table. In 2008, the Corporations costs to provide
these benefits will be:
|
|
|
|
|
|
|
|
|
|
|
Monthly Expense |
Executive |
|
Auto |
|
Communication |
Michael W. Clarke |
|
$ |
700 |
|
|
$ |
100 |
|
Robert C. Shoemaker |
|
$ |
600 |
|
|
$ |
100 |
|
Charles Wimer |
|
|
-0- |
|
|
$ |
100 |
|
Dean Hackemer |
|
$ |
500 |
|
|
$ |
100 |
|
The Corporations named executive officers participate in and receive the same health insurance
benefits as all other employees. However, in order to attract and retain high level executives,
the Corporation has found it necessary to pay the amount of the premium that would normally be
payable by the employee. The premiums
17
are reported in the All Other Compensation column of the Summary Compensation Table as
well as in the All Other Compensation table.
Perquisites
The Corporation does not provide any personal benefits to its named executive officers outside
of those discussed above. The Corporation currently does not provide any of the following to any
of its named executives: club memberships not used exclusively for business purposes,
extraordinary life insurance coverage, personal financial or tax advice, personal travel, housing
or living expenses, security services, commuting expenses, or discounts on products or services
that are not generally available to all other employees.
Change In Control Benefits
Change in control benefits for certain named executive officers are detailed under Employment
Agreements and Potential Payments Upon Termination or Change in Control above. This benefit is
designed to compensate executives in the event there is a significant change in the Corporations
business that effectively renders the executives services unnecessary or diminished in stature.
The Corporation has chosen to make this benefit available in order to attract and retain the
executives. Such benefits are customary in the financial services industry and are designed to
provide executives with a liquidity event that can assist them in maintaining their lifestyle while
seeking new employment. The re-employment time for high level executives is generally longer than
for other professionals. This element of compensation is an important long-term compensation
component that facilitates retention in an industry segment that is characterized by high volumes
of merger and acquisition activity.
Potential Payments Upon Termination or Change in Control
The following table shows the estimated payments to or benefits received by each of the named
executive officers upon the following termination events or upon a change of control of the
Corporation, in each case assuming that each termination event or the change in control occurred on
December 31, 2007, and assuming a stock price of $6.04, which was the closing stock price of the
Corporations common stock on December 31, 2007. The amounts reflected in the following table are
estimates, as the actual amounts to be paid to or received by a named executive officer can only be
determined at the time of termination or change in control.
At termination a named executive officer is entitled to receive all amounts accrued and vested
under our 401(k) Plan according to the same terms as other employees participating in those plans,
so these benefits are not reflected in the table below. A named executive officer is also entitled
to receive amounts earned during his term of employment regardless of the manner in which the named
executive officers employment is terminated. These amounts include earned and unpaid base salary
and vested stock or option awards and are not reflected in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employer |
|
|
|
|
|
|
|
|
|
|
|
termination without |
|
|
|
|
|
|
|
|
|
|
|
cause, Employee |
|
|
|
|
|
|
|
|
|
|
|
termination with |
|
|
|
|
|
|
|
|
|
|
|
good cause, or |
|
|
Employer |
|
|
|
|
|
|
|
|
Employee |
|
|
termination with |
|
|
|
|
|
|
|
|
termination within |
|
|
cause or Employee |
|
|
Termination as a |
|
|
|
|
|
180 days after a |
|
|
termination without |
|
|
consequence of |
|
|
|
|
|
change in control |
|
|
good reason |
|
|
death or disability |
|
Michael W. Clarke |
|
Post termination compensation |
|
$ |
666,650 |
(1) |
|
$ |
0 |
|
|
$ |
75,000 |
(7) |
|
|
Health care benefits continuation |
|
$ |
26,658 |
(5) |
|
$ |
0 |
|
|
$ |
0 |
|
|
|
Early vesting of unvested options |
|
$ |
0 |
(6) |
|
$ |
0 |
|
|
$ |
0 |
(8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Value |
|
$ |
693,308 |
|
|
$ |
0 |
|
|
$ |
75,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert C. Shoemaker |
|
Post termination compensation |
|
$ |
340,000 |
(2) |
|
$ |
0 |
|
|
$ |
75,000 |
(7) |
|
|
Health care benefits continuation |
|
$ |
29,946 |
(5) |
|
$ |
0 |
|
|
$ |
0 |
|
|
|
Early vesting of unvested options |
|
$ |
0 |
(6) |
|
$ |
0 |
|
|
$ |
0 |
(8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Value |
|
$ |
369,946 |
|
|
$ |
0 |
|
|
$ |
75,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles Wimer |
|
Post termination compensation |
|
$ |
205,000 |
(3) |
|
$ |
0 |
|
|
$ |
37,500 |
(7) |
|
|
Health care benefits continuation |
|
$ |
12,366 |
(5) |
|
$ |
0 |
|
|
$ |
0 |
|
|
|
Early vesting of unvested options |
|
$ |
0 |
(6) |
|
$ |
0 |
|
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Value |
|
$ |
217,366 |
|
|
$ |
0 |
|
|
$ |
37,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dean Hackemer |
|
Post termination compensation |
|
$ |
287,500 |
(4) |
|
$ |
0 |
|
|
$ |
11,250 |
(7) |
|
|
Health care benefits continuation |
|
$ |
16,339 |
(5) |
|
$ |
0 |
|
|
$ |
0 |
|
|
|
Early vesting of unvested options |
|
$ |
0 |
(6) |
|
$ |
0 |
|
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Value |
|
$ |
303,839 |
|
|
$ |
0 |
(9) |
|
$ |
11,250 |
|
|
|
|
(1) |
|
Lump sum payment equal to 1.99x 12 month trailing compensation (salary plus bonus). |
|
(2) |
|
Lump sum payment equal to 1.25x 12 month trailing compensation (salary plus bonus). |
|
(3) |
|
Continuation of salary for 1 year, plus bonus earned and unpaid. |
|
(4) |
|
Continuation of salary remaining under contract (1 year), plus bonus earned and unpaid. |
|
(5) |
|
Continuation of medical, life and disability insurance until the expiration date of the
respective employment agreement. |
|
(6) |
|
Options may first be exercised after the date of the change in control. No value is assigned
for accelerated vesting of unvested options because as of December 31, 2007, all unvested options
were underwater. |
|
(7) |
|
Includes any bonus earned and unpaid (2007), plus any bonuses that would have been paid for 6
months following death or disability, which we have assumed to be 50% of the executives 2007
bonus award. |
|
(8) |
|
Options may first be exercised after date of cessation from the Board of Directors due to death
or disability. |
|
(9) |
|
Under his employment agreement, Mr. Hackemer would be required to pay the Corporation $30,000. |
Compensation Committee Report
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis
required by Item 402(b) of Regulation S-K with management and, based on such review and discussion,
subsequently recommended to the Corporations full Board of Directors that the Compensation
Discussion and Analysis be included in the Corporations Proxy Statement.
Compensation Committee:
James L. Jadlos (Chair)
J. Randolph Babbitt
John W. Edgemond
Thomas M. Kody
Jacques Rebibo
The following table summarizes the total compensation for the year ended December 31, 2007 of
the Corporations Chief Executive Officer, Chief Financial Officer and each of the Corporations
next two most highly compensated executive officers. The Corporation did not have any other
executive officers during 2007. The Corporation refers throughout this Proxy Statement to the
individuals in the following table as the named executive officers.
Summary Compensation Table
Fiscal 2007
|
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|
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|
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|
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|
|
|
|
|
|
|
Change in |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
and |
|
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|
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|
|
|
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|
|
|
|
|
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|
|
|
|
|
|
Nonqualified |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity |
|
Deferred |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
Option |
|
Incentive Plan |
|
Compensation |
|
All Other |
|
|
Name and Principal |
|
|
|
|
|
Salary |
|
Bonus |
|
Awards |
|
Awards |
|
Compensation |
|
Earnings |
|
Compensa- |
|
Total |
Position |
|
Year |
|
($)1,3 |
|
($)1,2 |
|
($) |
|
($)4 |
|
($)1,2 |
|
($) |
|
tion ($)1,5 |
|
($) |
Michael W. Clarke, |
|
|
2007 |
|
|
|
285,000 |
|
|
|
|
|
|
|
|
|
|
|
8,602 |
|
|
|
50,000 |
|
|
|
|
|
|
|
30,256 |
|
|
|
373,858 |
|
President, Chief |
|
|
2006 |
|
|
|
269,167 |
|
|
|
|
|
|
|
|
|
|
|
586 |
|
|
|
250,000 |
|
|
|
|
|
|
|
27,428 |
|
|
|
547,181 |
|
Executive Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert C. Shoemaker, |
|
|
2007 |
|
|
|
222,000 |
|
|
|
10,632 |
|
|
|
|
|
|
|
6,021 |
|
|
|
39,368 |
|
|
|
|
|
|
|
30,773 |
|
|
|
308,794 |
|
Executive Vice |
|
|
2006 |
|
|
|
208,081 |
|
|
|
|
|
|
|
|
|
|
|
390 |
|
|
|
115,000 |
|
|
|
|
|
|
|
25,671 |
|
|
|
349,142 |
|
President, Chief
Credit Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles Wimer, |
|
|
2007 |
|
|
|
179,375 |
|
|
|
3,640 |
|
|
|
|
|
|
|
3,237 |
|
|
|
21,362 |
|
|
|
|
|
|
|
20,966 |
|
|
|
228,580 |
|
Executive Vice |
|
|
2006 |
|
|
|
164,375 |
|
|
|
5,076 |
|
|
|
|
|
|
|
2,162 |
|
|
|
44,924 |
|
|
|
|
|
|
|
16,629 |
|
|
|
233,166 |
|
President, Chief
Financial Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dean Hackemer, |
|
|
2007 |
|
|
|
279,453 |
|
|
|
7,500 |
|
|
|
|
|
|
|
7,526 |
|
|
|
|
|
|
|
|
|
|
|
30,939 |
|
|
|
325,418 |
|
Senior Vice |
|
|
2006 |
|
|
|
266,172 |
|
|
|
|
|
|
|
|
|
|
|
7,023 |
|
|
|
245,000 |
|
|
|
|
|
|
|
27,643 |
|
|
|
545,838 |
|
President, Access
National Bank;
President, Chief
Executive Officer,
Access National
Mortgage
Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Salaries and other cash compensation are paid by Access National Bank or Access National
Mortgage Corporation. |
|
(2) |
|
Except for the discretionary portions of annual cash bonuses earned during 2007 and 2006,
annual cash bonuses earned under each named executive officers employment agreement based on
an evaluation by the Compensation Committee of performance during 2007 or respectively, 2006,
are reported in this table as Non-Equity Incentive Plan Compensation. |
|
(3) |
|
Also includes any amounts contributed by the executive to the 401(k) Plan. |
|
(4) |
|
The amounts in this column reflect the dollar amount recognized for financial statement
reporting purposes for the relevant fiscal year, in accordance with FAS 123(R) of option
awards pursuant to the 1999 Stock Option Plan and thus may include amounts from awards granted
in and prior to 2007. Assumptions used in the calculation of these amounts are included in
footnote 12 to the Corporations audited financial statements for the fiscal year ended
December 31, 2007 included in the Corporations Annual Report on Form 10-K filed with the SEC
on March 17, 2008. |
|
(5) |
|
The amounts in this column for 2007 are detailed in the All Other Compensation table below. |
All Other Compensation
Fiscal 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company |
|
|
|
|
Auto and |
|
401(k) |
|
Paid |
|
|
|
|
Communication |
|
Employer |
|
Insurance |
|
|
|
|
Allowance |
|
Match1 |
|
Premiums |
|
Total |
Name |
|
($) |
|
($) |
|
($) |
|
($) |
Michael W. Clarke |
|
|
9,500 |
|
|
|
7,427 |
|
|
|
13,329 |
|
|
|
30,256 |
|
Robert C. Shoemaker |
|
|
8,300 |
|
|
|
7,500 |
|
|
|
14,973 |
|
|
|
30,773 |
|
Charles Wimer |
|
|
1,100 |
|
|
|
7,500 |
|
|
|
12,366 |
|
|
|
20,966 |
|
Dean Hackemer |
|
|
7,100 |
|
|
|
7,500 |
|
|
|
16,339 |
|
|
|
30,939 |
|
|
|
|
(1) |
|
Reflects amounts paid as 401(k) profit sharing match to participating employees. |
The following table summarizes certain information with respect to incentive-based cash bonus
awards granted to the named executive officers during or for the year ended December 31, 2007 and
reflects the amounts that could have been paid under each such award. The table also reflects
option awards granted to the named executive officers in 2008 based on 2007 performance.
20
Grants of Plan-Based Awards
Fiscal 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other Option |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other |
|
Awards: |
|
|
|
|
|
Grant Date |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Possible Payouts |
|
Stock Awards: |
|
Number of |
|
Exercise or |
|
Fair Value |
|
|
|
|
|
|
Estimated Possible Payouts Under |
|
Under Equity Incentive Plan |
|
Number of |
|
Securities |
|
Base Price |
|
of Stock |
|
|
|
|
|
|
Non-Equity Incentive Plan Awards |
|
Awards |
|
Shares of |
|
Underlying |
|
of Option |
|
and Option |
|
|
Grant |
|
Threshold |
|
Target |
|
Maximum1,2 |
|
Threshold |
|
Target |
|
Maximum |
|
Stock or Units |
|
Options |
|
Awards |
|
Awards4 |
Name |
|
Date |
|
($) |
|
($) |
|
($) |
|
(#) |
|
(#) |
|
(#) |
|
(#) |
|
(#)3 |
|
($/Sh) |
|
($) |
Michael W. Clarke |
|
|
01/29/08 |
|
|
|
|
|
|
|
|
|
|
|
285,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,500 |
5 |
|
|
6.29 |
|
|
|
1.69 |
|
Robert C. Shoemaker |
|
|
01/29/08 |
|
|
|
|
|
|
|
|
|
|
|
132,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,250 |
5 |
|
|
6.29 |
|
|
|
1.69 |
|
Charles Wimer |
|
|
01/29/08 |
|
|
|
|
|
|
|
|
|
|
|
54,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,875 |
|
|
|
6.29 |
|
|
|
1.69 |
|
Dean Hackemer |
|
|
01/29/08 |
|
|
|
|
|
|
|
|
|
|
|
280,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,250 |
|
|
|
6.29 |
|
|
|
1.69 |
|
|
|
|
(1) |
|
Reflects maximum amount that could be earned as a non-equity incentive award based on 2007
performance. The employment agreements of each of the named executive officers provide for
non-equity incentive awards that do not have a minimum threshold or target payment level.
These bonuses can range anywhere from 0 to a specified percent of the named executive
officers salary (see the Cash Bonuses (Non-Equity Incentive) section of the Compensation
Discussion and Analysis for specific percentages for each executive). |
|
(2) |
|
All of these maximum amounts are percentages of the individuals 2007 base salary. The
actual amount of the award earned was determined by the Compensation Committee and Board of
Directors on January 29, 2008 and paid shortly thereafter and is reported as Non-Equity
Incentive Plan Compensation and in the Bonus column for Messrs. Hackemer, Shoemaker and
Wimer in the Summary Compensation Table on page 19. |
|
(3) |
|
These options vest on July 29, 2010. |
|
(4) |
|
The amounts in this column reflect the grant date fair value of options awarded to each named
executive officer under the 1999 Stock Option Plan for 2007, computed in accordance with FAS
123(R). |
|
(5) |
|
These options were granted pursuant to each named executive officers employment agreement. |
The following table includes certain information with respect to all unexercised options held
by the named executive officers at December 31, 2007. On that date, the named executive officers
held no shares of restricted stock.
Outstanding Equity Awards at 2007 Fiscal Year-End
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards 1 |
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan |
|
|
|
|
|
|
Number |
|
|
|
|
|
Awards: |
|
|
|
|
|
|
of |
|
Number of |
|
Number of |
|
|
|
|
|
|
Securities |
|
Securities |
|
Securities |
|
|
|
|
|
|
Underlying |
|
Underlying |
|
Underlying |
|
|
|
|
|
|
Unexercised |
|
Unexercised |
|
Unexercised |
|
Option |
|
|
|
|
Options |
|
Options |
|
Unearned |
|
Exercise |
|
Option |
|
|
(#) |
|
(#) |
|
Options |
|
Price |
|
Expiration |
Name |
|
Exercisable |
|
Unexercisable |
|
(#) |
|
($) |
|
Date |
Michael W. Clarke |
|
|
37,206 |
3 |
|
|
|
|
|
|
|
|
|
$ |
3.35 |
|
|
|
06/04/09 |
|
|
|
|
15,000 |
4 |
|
|
|
|
|
|
|
|
|
$ |
14.05 |
|
|
|
12/30/08 |
|
|
|
|
|
|
|
|
10,000 |
2 |
|
|
|
|
|
$ |
9.58 |
|
|
|
07/30/10 |
|
21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert C. Shoemaker |
|
|
27,282 |
3 |
|
|
|
|
|
|
|
|
|
$ |
3.35 |
|
|
|
06/04/09 |
|
|
|
|
10,500 |
4 |
|
|
|
|
|
|
|
|
|
$ |
14.05 |
|
|
|
12/30/08 |
|
|
|
|
|
|
|
|
7,000 |
2 |
|
|
|
|
|
$ |
9.58 |
|
|
|
07/30/10 |
|
Charles Wimer |
|
|
7,314 |
3 |
|
|
|
|
|
|
|
|
|
$ |
3.35 |
|
|
|
06/04/09 |
|
|
|
|
1,500 |
5 |
|
|
|
|
|
|
|
|
|
$ |
7.54 |
|
|
|
01/31/09 |
|
|
|
|
|
|
|
|
1,500 |
6 |
|
|
|
|
|
$ |
6.55 |
|
|
|
03/15/10 |
|
|
|
|
2,500 |
4 |
|
|
|
|
|
|
|
|
|
$ |
14.05 |
|
|
|
12/30/08 |
|
|
|
|
|
|
|
|
2,500 |
2 |
|
|
|
|
|
$ |
9.58 |
|
|
|
07/30/10 |
|
Dean Hackemer |
|
|
1,000 |
5 |
|
|
|
|
|
|
|
|
|
$ |
7.54 |
|
|
|
01/31/09 |
|
|
|
|
8,000 |
7 |
|
|
|
|
|
|
|
|
|
$ |
6.72 |
|
|
|
11/01/09 |
|
|
|
|
|
|
|
|
1,000 |
6 |
|
|
|
|
|
$ |
6.55 |
|
|
|
03/15/10 |
|
|
|
|
2,250 |
4 |
|
|
|
|
|
|
|
|
|
$ |
14.05 |
|
|
|
12/30/08 |
|
|
|
|
|
|
|
|
2,500 |
2 |
|
|
|
|
|
$ |
9.58 |
|
|
|
07/30/10 |
|
|
|
|
(1) |
|
All options were granted under the 1999 Stock Option Plan. All shares underlying options
have been adjusted for all previous stock splits/dividends. |
|
(2) |
|
These options vest on July 30, 2009. |
|
(3) |
|
These options were fully vested on June 4, 2005. |
|
(4) |
|
These options were fully vested on December 30, 2005. |
|
(5) |
|
These options vested on January 31, 2007. |
|
(6) |
|
These options vest on March 15, 2008. |
|
(7) |
|
These options vest on November 1, 2007. |
The table below provides information regarding the value realized by our named executive
officers upon the exercise of stock options during 2007. None of the named executive officers held
restricted stock that vested during 2007.
Option Exercises and Stock Vested
Fiscal 2007
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
|
Number of Shares |
|
|
|
|
Acquired |
|
Value Realized |
|
|
on Exercise |
|
on Exercise1 |
Name |
|
(#) |
|
($) |
Michael W. Clarke |
|
|
98,940 |
|
|
|
774,700 |
|
Robert C. Shoemaker |
|
|
65,880 |
|
|
|
523,087 |
|
Charles Wimer |
|
|
|
|
|
|
|
|
Dean Hackemer |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Value realized is the gross number of options exercised multiplied by the closing market
price of the Corporations common stock on the date of exercise minus the aggregate exercise
price paid. |
22
Director Compensation
The compensation philosophy and objectives described earlier also apply to the Corporations
non-employee directors. The Corporations general practice is to pay the directors a basic cash
retainer on a quarterly basis that is designed to compensate directors for participation and
execution of their basic duties and responsibilities. Beginning in 2006 (for 2005 performance),
the Compensation Committee also conducts an annual evaluation of performance under criteria similar
to that used for its executive cash bonuses for payment of cash incentives to directors.
Incentives are paid in cash, option awards or some combination thereof.
The Corporation monitors the aggregate level of compensation of its non-employee directors in
the aggregate and by element as it compares to the compensation of its CEO. The Corporation
believes the collective responsibility of the directors is commensurate to that of its CEO,
although the duties do not require a full-time level of effort.
In 2007, the directors were paid a basic retainer of $36,000 each, or a collective amount of
$180,000, which equals 63% of the 2007 base salary of the CEO. The Chairman received an additional
retainer of $12,000 for 2007, designed to compensate him for the added responsibilities as
Chairman. These amounts are reflected in the Director Compensation table under the column
Fees Earned or Paid in Cash.
With respect to incentive payment for performance in 2007, the directors were granted stock
option awards of 4,000 each, or 20,000 in the aggregate. The incentive component was paid as a
100% option award in lieu of cash or a combination of cash and option awards in order to most
closely align the directors interests to that of the Corporations shareholders given current
circumstances. In 2007, the Corporations shareholders did not realize any appreciation in the
value of their stock, so it was agreed the directors should not realize current earnings from the
incentive evaluation criteria but rather place the compensation potential on future performance of
the share price over the 2.5 year vesting period. The options awarded for 2007 performance were
granted in January 2008 and carry a 2.5 year vesting and 3.5 year term, identical to the terms of
option awards for executives and other employees.
The directors agreed to a basic retainer of $36,000 each for fiscal year 2008 to be paid
quarterly, or $180,000 in the aggregate, which equates to 63% of the CEOs base salary for 2008.
The additional retainer for the Chairman of $1,000 per month will also continue. At the end of
2008 and into January of 2009, the Compensation Committee expects to evaluate director performance
for incentive awards in connection with 2008 performance and set basic compensation for 2009.
23
The following table provides compensation information for the year ended December 31, 2007 for
each non-employee member of the Corporations Board of Directors.
Director Compensation
Fiscal 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Value and |
|
|
|
|
|
|
Fees Earned |
|
|
|
|
|
|
|
|
|
Non-Equity |
|
Nonqualified |
|
|
|
|
|
|
or Paid in |
|
Stock |
|
Option |
|
Incentive Plan |
|
Deferred |
|
All Other |
|
|
|
|
Cash |
|
Awards |
|
Awards 2, 3 |
|
Compensation |
|
Compensation |
|
Compensation |
|
Total |
Name1 |
|
($) |
|
($) |
|
($) |
|
($) |
|
Earnings |
|
($) |
|
($) |
Jacques Rebibo |
|
|
48,000 |
|
|
|
|
|
|
|
4,297 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,000 |
|
Chairman of the
Board |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J. Randolph Babbitt |
|
|
36,000 |
|
|
|
|
|
|
|
4,297 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,000 |
|
Thomas M. Kody |
|
|
36,000 |
|
|
|
|
|
|
|
4,297 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,000 |
|
John W. Edgemond |
|
|
36,000 |
|
|
|
|
|
|
|
4,297 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,000 |
|
James L. Jadlos |
|
|
36,000 |
|
|
|
|
|
|
|
4,297 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,000 |
|
|
|
|
(1) |
|
Messrs. Clarke and Shoemaker are not included in this table as they are employees of the
Corporation and thus receive no compensation for services as directors on the Corporations
Board. The compensation received by Messrs. Clarke and Shoemaker is shown in the Summary
Compensation Table on page 19. |
|
(2) |
|
Reflects the dollar amount recognized for financial statement reporting purposes for the
fiscal year ended December 31, 2007 in accordance with FAS 123(R) of option awards pursuant
to the 1999 Stock Option Plan, and thus includes amounts from option awards granted in and
prior to 2007. Assumptions used in the calculation of these amounts are included in footnote
12 to the Corporations audited financial statements for the fiscal year ended December 31,
2007 included in the Corporations Annual Report on Form 10-K filed with the SEC on March 17,
2008. As of December 31, 2007, each non-employee director has the following number of
options outstanding: Rebibo: 74,214; Babbitt: 71,274; Kody: 73,728; Edgemond: 74,214; and
Jadlos: 83,242. |
|
(3) |
|
The grant date fair value of options awarded to each director in 2007, computed in
accordance with FAS 123(R) was $2.34 for each of the directors, for an aggregate amount of
$21,485. |
The Corporations general practice is to pay directors a quarterly cash retainer (Fees
Earned or Paid in Cash column) in addition to an annual incentive in the form of cash, options
or some combination thereof (Option Awards column).
The Compensation Committee is responsible for establishing and administering director
compensation, and makes recommendations for the same to the Board of Directors for action/approval.
See the Director Compensation and Board Process sections of the Compensation
Discussion and Analysis beginning on page 9 for further details.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee is currently composed of Messrs. Jadlos (Chair), Babbitt, Edgemond,
Kody and Rebibo. During 2007, none of our executive officers or employees served as a member of
our Compensation Committee, and no member of our Compensation Committee has previously served as an
executive officer of the Corporation. Further, during 2007 and as of the date of this Proxy
Statement, none of our executive officers:
24
|
|
|
served on the compensation committee, or other body performing a similar function, of
any entity for which any member of the Compensation Committee served as an executive
officer; |
|
|
|
|
served as a director of any entity for which any member of the Compensation Committee
served as an executive officer; or |
|
|
|
|
served as a member of the compensation committee, or other body performing a similar
function, of any entity for which one of the Corporations directors served as an executive
officer. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Corporation has had, and may be expected to have in the future, banking transactions in
the ordinary course of business with directors, principal officers, their immediate families and
affiliated companies in which they are principal shareholders (commonly referred to as Related
Parties), on the same terms, including interest rates and collateral, as those prevailing at the
time for comparable transactions with others. These persons and firms were indebted to the
Corporation for loans totaling $10,062,000 and $4,180,000 at December 31, 2007 and 2006,
respectively. During 2007, total principal additions were $6,795,000 and total principal payments
were $2,964,000. The aggregate amount of deposits at December 31, 2007 and 2006 from directors and
officers was $9,333,000 and $14,445,000 respectively.
Director Thomas Kody is married to director James Jadlos sister.
The Board of Directors and the Corporation are committed to maintaining the highest legal and
ethical conduct while fulfilling their responsibilities, and recognize that Related Party
Transactions can present potential or actual conflicts of interest and create the appearance that
decisions are based on considerations other than the best interests of the Corporation and its
shareholders. Accordingly, as a general matter, it is the Corporations preference to avoid
Related Party Transactions. Nevertheless, the Corporation recognizes that there are situations
where Related Party Transactions may be in, or may not be inconsistent with, the best interests of
the Corporation and its shareholders, including but not limited to situations where the Corporation
may obtain products or services of a nature, quantity or quality, or on other terms, that are not
readily available from alternative sources or when the Corporation provides products or services to
Related Parties on an arms length basis on terms comparable to those provided to unrelated third
parties or on terms comparable to those provided to employees generally. Therefore, the
Corporation has adopted written procedures for the review, approval or ratification of Related
Party Transactions.
Related Parties include directors, director nominees, executive officers, shareholders known
to own 5% or more of the Corporations voting stock, immediate family members of these persons, or
any entity owned or controlled by these persons.
As required under SEC rules, transactions exceeding $120,000 that are determined to be
directly or indirectly material to the Related Party are disclosed in the Corporations Proxy
Statement. The Audit Committee reviews and approves or ratifies any Related Person Transaction.
Any member of the Audit Committee who is a Related Party with respect to a transaction under review
does not participate in the deliberations or vote on such transaction. Related Party
Transactions, as defined by the Corporations policy, include those that exceed $20,000. It is
noted that the definition of Related Party Transaction, as it relates to SEC and NASDAQ
regulations, refers to transactions exceeding $120,000; however, the Audit Committee has chosen to
require approval of all transactions over $20,000.
There were no Related Party Transactions in 2007.
Related Party Transactions with respect to routine banking matters are reviewed in accordance
with Regulation O and are not reviewed by the Audit Committee.
25
AUDIT COMMITTEE
Report of the Audit Committee
The Audit Committee of the Board of Directors of the Corporation, which consists of directors
who meet the independence requirements of the Nasdaq listing standards and applicable SEC
regulations, has furnished the following report:
The Audit Committee assists the Board in overseeing and monitoring the integrity of the
Corporations financial reporting process, its compliance with legal and regulatory requirements
and the quality of its internal and external audit processes. The role and responsibilities of the
Audit Committee are set forth in a written charter adopted by the Board, which is available on the
Corporations website, www.AccessNationalBank.com under Investor Relations Governance
Documents. The Audit Committee reviews and reassesses the charter annually and recommends any
changes to the Board for approval.
The Audit Committee is responsible for overseeing the Corporations overall financial
reporting process. In fulfilling its oversight responsibilities for the financial statements for
fiscal year 2007, the Audit Committee:
|
|
|
Reviewed and discussed the annual audit process and the audited financial statements
for the fiscal year ended December 31, 2007 with management and BDO Seidman, LLP, the
Corporations independent accountants; |
|
|
|
|
Discussed with management, BDO Seidman, LLP and the Corporations internal auditors
the adequacy of the Corporations system of internal controls; |
|
|
|
|
Discussed with BDO Seidman, LLP the matters required to be discussed by Statement on
Auditing Standards No. 61, as amended, relating to the conduct of the audit; and |
|
|
|
|
Received written disclosures and the letter from BDO Seidman, LLP regarding its
independence as required by Independence Standards Board Standard No. 1. The Audit
Committee also discussed with BDO Seidman, LLP its independence. |
The Audit Committee also considered the status of pending litigation, taxation matters and
other areas of oversight relating to the financial reporting and audit process that the Audit
Committee deemed appropriate.
As described more fully in its charter, the purpose of the Audit Committee is to assist the
Board in its general oversight of the Corporations financial reporting, internal controls and
audit functions. Management is responsible for the preparation, presentation and integrity of the
Corporations financial statements, accounting and financial reporting principles, internal
controls and procedures designed to ensure compliance with accounting standards, applicable laws
and regulations. The Audit Committee serves in a board-level oversight role, in which it provides
advice, counsel and direction to management and the auditors on the basis of the information it
receives, discussions with management and auditors, and the experience of the Audit Committees
members in business, financial and accounting matters.
26
Based on the Audit Committees review of the audited financial statements and discussions with
management and BDO Seidman, LLP, the Audit Committee recommended to the Board that the audited
financial statements be included in the Corporations Annual Report on Form 10-K for the fiscal
year ended December 31, 2007 for filing with the Securities and Exchange Commission.
Audit Committee
J. Randolph Babbitt, Chairman
John W. Edgemond
James L. Jadlos
Thomas M. Kody
Jacques Rebibo
Independent Registered Public Accounting Firm
Based upon the determination of its Audit Committee, the Corporation has appointed BDO
Seidman, LLP as independent registered public accountant for the current fiscal year ending
December 31, 2008. BDO Seidman also served as independent registered public accountant for the
fiscal year ended December 31, 2007. A representative of BDO Seidman, LLP is expected to be
present at the Annual Meeting and will be given the opportunity to make a statement and respond to
appropriate questions from the shareholders.
Audit and Non-Audit Fees
The following table presents the fees for professional audit services rendered by BDO Seidman,
LLP for the audit of the Corporations consolidated financial statements for the fiscal years ended
December 31, 2007 and 2006 and the fees billed for other services rendered to the Corporation and
its subsidiaries by BDO Seidman, LLP during those periods. All services reflected in the following
fee table for 2007 and 2006 were pre-approved in accordance with the policy of the Audit Committee
of the Board of Directors.
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
|
|
Fees |
|
Fees |
Audit fees |
|
$ |
107,000 |
|
|
$ |
94,000 |
|
Audit-related fees |
|
|
27,550 |
|
|
$ |
91,050 |
|
Tax fees |
|
|
24,300 |
|
|
$ |
22,630 |
|
All other fees |
|
|
110,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
268,850 |
|
|
$ |
207,680 |
|
|
|
|
Audit fees: Includes the audit of the Corporations annual financial statements
and review of the financial statements included in the quarterly reports on Form 10-Q and
services that are normally provided in connection with statutory and regulatory filings. |
|
|
|
|
Audit-related fees: Includes fees related to employee benefit plan audits, HUD
reporting, public deposit reports, and consultation concerning financial accounting and
reporting standards and other related issues. |
|
|
|
|
Tax fees: Includes fees for preparation of federal and state tax returns. |
|
|
|
|
All other fees: Includes fees related to Sarbanes-Oxley (SOX 404) services. |
27
The Audit Committee considers the provision of all of the above services to be compatible with
maintaining the independence of BDO Seidman, LLP, the Corporations independent registered public
accounting firm.
Audit Committee Pre-Approval Policies
The Audit Committee is responsible for the appointment, compensation and oversight of the work
performed by the Corporations independent accountants. The Audit Committee, or a designated
member of the Audit Committee, must pre-approve all audit (including audit-related) and non-audit
services performed by the independent accountants in order to assure that the provisions of such
services does not impair the accountants independence. The Audit Committee has delegated interim
pre-approval authority to J. Randolph Babbitt, Chairman of the Audit Committee. Any interim
pre-approval of permitted non-audit services is required to be reported to the Audit Committee at
its next scheduled meeting. The Audit Committee does not delegate its responsibilities to
pre-approve services performed by the independent accountants to management.
OTHER BUSINESS
As of the date of this Proxy Statement, management of the Corporation has no knowledge of any
matters to be presented for consideration at the Annual Meeting other than those referred to above.
If any other matters properly come before the Annual Meeting, the persons named in the
accompanying proxy intend to vote such proxy, to the extent entitled, in accordance with their
best judgment.
SHAREHOLDER PROPOSALS FOR 2009 ANNUAL MEETING
If any shareholder intends to present a proposal to be considered for inclusion in the
Corporations proxy materials in connection with the 2009 Annual Meeting, the proposal must be in
proper form and must be received by the Corporations Secretary at the Corporations principal
office located at 1800 Robert Fulton Drive, Suite 300, Reston, Virginia 20191, on or before
December 16, 2008.
In addition, if a shareholder intends to present a proposal for action at the 2009 Annual
Meeting, the shareholder must provide the Corporation with written notice thereof on or before
March 1, 2009. The proxy solicited by the Board of Directors for the 2009 Annual Meeting will
confer discretionary authority to vote on any shareholder proposal presented at the meeting if the
Corporation has not received notice of such proposal by March 1, 2009, in writing delivered to the
Corporations Secretary.
By Order of the Board of Directors,
Sheila M. Linton
Vice President & Corporate Secretary
A copy of the Corporations Annual Report on Form 10-K (including exhibits) as filed with the
Securities and Exchange Commission for the year ended December 31, 2007 will be furnished without
charge to shareholders upon written request directed to the Corporations Secretary at 1800 Robert
Fulton Drive, Suite 300, Reston, Virginia 20191.
28
|
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x |
PLEASE MARK VOTES AS IN THIS
EXAMPLE |
|
REVOCABLE PROXY ACCESS NATIONAL CORPORATION |
|
|
|
2008 ANNUAL MEETING ON
MAY 20, 2008
OR ANY ADJOURNMENT THEREOF
This Revocable Proxy is solicited on behalf of the Board of Directors.
The undersigned shareholder of Access National Corporation (the Corporation) hereby
appoints Thomas M. Kody and Robert C. Shoemaker, jointly and severally as proxies, with
full power to act alone, and with full power of substitution to represent the
undersigned, and to vote all shares of the Corporation standing in the name of the
undersigned as of April 1, 2008, at the Annual Meeting of Shareholders to be held
Tuesday, May 20, 2008, at 4:00 p.m. at the Corporations office located at
1800 Robert Fulton Drive, Reston, Virginia, or any adjournment thereof, on each of the
following matters:
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Please be sure to sign and date
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Date |
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this Proxy in the box below.
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Shareholder sign above Co-holder (if any) sign above
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With- |
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For All |
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For |
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hold |
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Except |
1.
|
|
To elect three
(3) Class III
directors to serve until the 2011
Annual Meeting of Shareholders
and until their successors are
elected and qualified, as
instructed below.
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o
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o
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o |
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Class III Nominees:
Jacques Rebibo, John W. Edgemond and J. Randolph Babbitt
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INSTRUCTION: To withhold authority to vote for any individual
nominee, mark For All Except and write that nominees name
in the space provided below. |
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2. |
|
To transact such other business as may properly come
before the Annual Meeting or any adjournment thereof. |
This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder.
If no direction is made, this proxy will be voted FOR the election of all director nominees in Item 1. If any other
matter shall be brought before the meeting, the shares represented by this proxy will be voted in the discretion of the proxy agents.
The undersigned acknowledges receipt from the Corporation prior to the execution of this Revocable Proxy of a Notice
of Meeting and of a Proxy Statement dated April 15, 2008.
NOTE: When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee, or guardian, please give full title as such. If a corporation, please sign full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person.
é
Detach above card, sign, date and mail in postage paid envelope provided.
é
ACCESS NATIONAL CORPORATION
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND
RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.