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CoBiz DEF 14A 2007

Documents found in this filing:

  1. Def 14A
  2. Graphic
  3. Graphic
  4. Graphic
  5. Graphic

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  x

 

 

Filed by a Party other than the Registrant  o

 

 

Check the appropriate box:

 

 

 

o

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material Pursuant to §240.14a-12

 

CoBiz Inc.

 

(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):

 

 

 

x

 

No fee required.

 

o

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

(1)

 

Title of each class of securities to which transaction applies:

 

 

 

(2)

 

Aggregate number of securities to which transaction applies:

 

 

 

(3)

 

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):

 

 

 

(4)

 

Proposed maximum aggregate value of transaction:

 

 

 

(5)

 

Total fee paid:

 

o

 

Fee paid previously with preliminary materials.

 

o

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

 

(1)

 

Amount Previously Paid:

 

 

 

(2)

 

Form, Schedule or Registration Statement No.:

 

 

 

(3)

 

Filing Party:

 

 

 

(4)

 

Date Filed:

 

 




GRAPHIC

April 12, 2007

Dear Fellow Shareholder:

This year’s Annual Meeting of Shareholders of CoBiz Inc., a Colorado corporation (the “Company”), will be held at the Magnolia Ballroom, 817 17th Street, Denver, Colorado 80202 on May 17, 2007 at 8:00 a.m., M.D.T. You are cordially invited to attend. The matters to be considered at the meeting are described in the attached Proxy Statement and Notice of Annual Meeting of Shareholders. The Company’s Board of Directors recommends that you vote:

(i)            FOR the election of management’s twelve nominees to serve as directors of the Company;

(ii)        FOR the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2007; and

(iii)    FOR the proposed amendment of the Company’s articles of incorporation to change its corporate name from CoBiz Inc. to CoBiz Financial Inc.

To be certain that your shares are voted at the Annual Meeting, whether or not you plan to attend in person, you should sign, date and return the enclosed proxy as soon as possible. Your vote is important.

At the Annual Meeting, I will review the Company’s activities during the past year and its plans for the future. Shareholders will be given the opportunity to address questions to the Company’s management. I hope you will be able to join us.

Sincerely,

GRAPHIC

Steven Bangert
Chairman of the Board and
Chief Executive Officer

 




COBIZ INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 17, 2007

TO THE SHAREHOLDERS OF COBIZ INC.:

Notice is hereby given that the Annual Meeting of Shareholders of CoBiz Inc., a Colorado corporation (the “Company”), will be held at 8:00 a.m., M.D.T., on May 17, 2007, at the Magnolia Ballroom, 817 17th Street, Denver, Colorado, for the following purposes:

1.                 To elect twelve directors;

2.                 To consider and vote on the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2007;

3.                 To consider and vote on an amendment to the Company’s articles of incorporation to change its corporate name from CoBiz Inc. to CoBiz Financial Inc.; and

4.                 To transact such other business as may properly come before the meeting.

The Board of Directors has fixed the close of business on March 30, 2007 as the record date for the meeting. Only shareholders of record as of the close of business on that date are entitled to notice of and to vote at the meeting.

We encourage you to take part in the affairs of your Company either by attending the meeting in person or by executing and returning the enclosed proxy.

 

By order of the Board of Directors,

 

 

GRAPHIC

 

 

Mary Perrott Smith

 

 

Corporate Secretary

 

Dated: April 12, 2007

REGARDLESS OF THE NUMBER OF SHARES YOU OWN, YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE AT YOUR EARLIEST CONVENIENCE. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE ANNUAL MEETING, AND IF YOU ARE PRESENT AT THE ANNUAL MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.

 




TABLE OF CONTENTS

 

 

 

SOLICITATION OF PROXY, REVOCABILITY AND VOTING OF PROXIES

 

1

 

General

 

1

 

Voting

 

1

 

Solicitation and Revocability of Proxies

 

1

 

MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING

 

2

 

PROPOSAL 1: ELECTION OF DIRECTORS

 

2

 

Nominees for Election as Directors

 

3

 

PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

8

 

PROPOSAL 3: AMENDMENT OF ARTICLES OF INCORPORATION TO CHANGE CORPORATE NAME FROM COBIZ INC. TO COBIZ FINANCIAL INC.

 

8

 

MEETINGS OF THE BOARD AND COMMITTEES

 

9

 

Executive Committee

 

9

 

Audit Committee

 

10

 

Governance and Nominating Committee

 

10

 

Compensation Committee

 

11

 

Compensation Committee Interlocks and Insider Participation

 

12

 

Lead Independent Director

 

13

 

Compensation of Directors

 

13

 

MANAGEMENT

 

16

 

Executive Officers

 

16

 

EXECUTIVE COMPENSATION

 

17

 

Compensation Discussion and Analysis

 

17

 

Compensation Committee Report

 

22

 

Summary Compensation Table

 

23

 

Grants of Plan-Based Awards

 

24

 

Outstanding Equity Awards at Fiscal Year-End

 

25

 

Option Exercises and Stock Vested

 

27

 

Stock Option Plans

 

27

 

Pension Benefits

 

28

 

Potential Payments Upon Termination or Change in Control

 

29

 

RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

32

 

Independent Registered Public Accounting Firm Fees and Services

 

32

 

Pre-Approval of Services

 

32

 

AUDIT COMMITTEE REPORT

 

33

 

PRINCIPAL SHAREHOLDERS

 

35

 

Stock Ownership of Directors and Management

 

35

 

Stock Ownership of Certain Beneficial Owners

 

36

 

CERTAIN RELATIONSHIPS AND TRANSACTIONS

 

37

 

SECTION 16(a) BENEFICAL OWNERSHIP REPORTING COMPLIANCE

 

37

 

2006 ANNUAL REPORT TO SHAREHOLDERS

 

38

 

SHAREHOLDER COMMUNICATIONS WITH THE BOARD

 

38

 

SHAREHOLDER RECOMMENDATIONS OF DIRECTOR NOMINEES

 

38

 

SUBMISSION OF SHAREHOLDER PROPOSALS FOR 2008 ANNUAL MEETING

 

39

 

OTHER MATTERS

 

39

 

APPENDIX A—AMENDMENT TO ARTICLES OF INCORPORATION

 

40

 

 




COBIZ INC.

PROXY STATEMENT

SOLICITATION OF PROXY, REVOCABILITY AND VOTING OF PROXIES

GENERAL

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of CoBiz Inc., a Colorado corporation (the “Company” or “CoBiz”), for use at the Annual Meeting of Shareholders of the Company to be held on May 17, 2007, at 8:00 a.m., M.D.T., at the Magnolia Ballroom, 817 17th Street, Denver, Colorado 80202, and at any adjournment or postponement of the Annual Meeting.

This Proxy Statement and the accompanying form of proxy are first being transmitted or delivered to holders of the Company’s common stock beginning on or about April 12, 2007, together with the Company’s 2006 Annual Report to Shareholders.

The Company’s principal executive offices are located at 821 17th Street, Denver, Colorado 80202.

VOTING

Only shareholders of record at the close of business on March 30, 2007 are entitled to notice of and to vote at the Annual Meeting or at any adjournment or postponement thereof.  As of that date, there were 23,855,013 shares of common stock outstanding.  Each share is entitled to one vote.  Cumulative voting is not permitted.  Shares as to which the shareholder instructs the proxy to abstain from voting on any matter or withholds authority to vote for a director will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum at the Annual Meeting but as not voted for purposes of determining the approval of any such matter or the election of directors.  If a broker submits a proxy that indicates the broker does not have discretionary authority as to certain shares to vote on one or more matters (a “broker non-vote”), those shares will be treated in the same manner as abstentions.

All Annual Meeting proxies, ballots and tabulations that identify individual shareholders are kept secret and no such document will be available for examination, nor will the identity or the vote of any shareholder be disclosed except as may be necessary to meet legal requirements and the laws of Colorado.

The Company’s bylaws provide that the holders of not less than a majority of the shares entitled to vote at any meeting of shareholders, present in person or represented by proxy, will constitute a quorum.  Directors are elected by plurality vote, which means that the twelve nominees who receive the most votes will be elected.  The proposal to ratify the selection of the Company’s independent registered public accounting firm will be approved if more votes are cast for the proposal than are cast against it. Likewise, the proposal to amend the Company’s articles of incorporation will be approved if more votes are cast for that proposal than are cast against it. Accordingly, an abstention, a broker non-vote or a failure to submit a proxy (assuming a quorum is present) has no effect on the outcome of the election of directors or the votes on the ratification of the Company’s independent registered public accounting firm or the amendment to the Company’s articles of incorporation.

SOLICITATION AND REVOCABILITY OF PROXIES

The Company will pay all expenses in connection with the solicitation of proxies.  In addition to solicitation by mail, officers, directors and regular employees of the Company, who will receive no extra compensation for their services, may solicit proxies by telephone calls or facsimile transmissions.

A shareholder submitting the enclosed proxy may revoke it at any time before his or her vote is cast at the Annual Meeting by delivering to the Secretary of the Company a written notice of termination of the

1




proxy’s authority or of a duly executed proxy bearing a later date or by voting in person at the meeting.  Shares entitled to vote and represented by properly completed proxies received prior to the Annual Meeting and not revoked will be voted in the manner directed by the shareholder granting such proxy.  If no direction is made in the proxy, the shares represented by the proxy will be voted as recommended by the Board of Directors.

MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING

1. Election of Directors

The business and affairs of the Company are managed under the direction of its Board of Directors. The Board has the authority under the Bylaws to set the number of directors, which may not be less than three. The number of directors is currently set at thirteen. However, in January 2007, Howard R. Ross, a director and founder of CoBiz passed away. As a result, only twelve directors have been nominated for election at the Annual Meeting. The board intends to reduce its size to twelve at the next regularly scheduled meeting of the directors.

Candidates for nomination to the Board are selected by the Governance and Nominating Committee, and recommended to the Board of Directors for approval, in accordance with the guidelines established by such Committee, taking into consideration the overall composition and diversity of the Board and areas of expertise that new Board members might be able to offer. Directors are elected by the shareholders at each Annual Meeting, to serve for a one-year term, which expires on the date of the next Annual Meeting.

Steven Bangert, Michael B. Burgamy, Jerry W. Chapman, Morgan Gust, Thomas M. Longust, Jonathan C. Lorenz, Evan Makovsky, Harold F. Mosanko, Noel N. Rothman, Timothy J. Travis, Mary Beth Vitale and Mary M. White are incumbent directors who were elected at the 2006 Annual Meeting of Shareholders and are being nominated for re-election at this year’s Annual Meeting.

The Board has determined that directors Burgamy, Chapman, Gust, Longust, Rothman, Travis, Vitale and White qualify as independent directors under the Nasdaq listing standards as currently in effect.  In addition, in fiscal 2006, Mr. Ross qualified as an independent director under the Nasdaq listing standards. Directors are encouraged but are not required to attend the Annual Meeting.  Last year, all twelve incumbent directors, and Mr. Ross, attended the Annual Meeting.

Each of the nominees standing for re-election has indicated a willingness to serve, but in case any of them is not a candidate at the Annual Meeting, which is not presently anticipated, the persons named as proxies in the enclosed form of proxy may vote for a substitute nominee at their discretion.

The Board of Directors recommends a vote FOR the election of these directors.

2




Information regarding director nominees is set forth below:

Nominees for Election as Directors

Name:

 

Steven Bangert

Age:

 

50

Director since:

 

September 1994

CoBiz board committee:

 

Executive Committee

Principal occupation and recent business experience:

 

Mr. Bangert has served as Chairman of the Board of Directors and Chief Executive Officer (“CEO”) of the Company since September 1994. From August 1992 to March 1999, Mr. Bangert served as President and a director of Western Capital Holdings, Inc. (“Western Capital”), formerly the bank holding company for River Valley Bank - Texas, located in McAllen, Texas. From March 1992 to July 1998, Mr. Bangert also served as Chairman of the Board of River Valley Bank - Texas, and, from April 1988 to July 1994, he served as Vice Chairman of the Board and CEO of River Valley Savings Bank - Illinois, a financial institution with locations in Chicago and Peoria, Illinois. From February 1994 to July 1998, Mr. Bangert served as a director and member of the Executive Committee of Lafayette American Bank. He holds a B.S. degree in business administration from the University of Nebraska - Lincoln.

Other directorships:

 

Mr. Bangert also serves as Chairman of the Board of the Company’s wholly owned subsidiary CoBiz Bank (the “Bank”) and as a director of Colorado Business Leasing, Inc. (“CBL”), CoBiz GMB, Inc. (“GMB”), Financial Designs, Ltd. (“FDL”), CoBiz Insurance, Inc. and Alexander Capital Management Group, LLC (“ACMG”), which are direct or indirect subsidiaries of the Company.

 

Name:

 

Michael B. Burgamy

Age:

 

61

Director since:

 

May 1998

CoBiz board committees:

 

Audit Committee

Principal occupation and recent business experience:

 

From 1999 to April 2001, Mr. Burgamy served as the Chief Financial Officer of Colibri Holding Corporation, a manufacturer of pet products and garden supplies. In April 2001, Mr. Burgamy became a director of Colibri Holding Corporation. From 1991 to 1999, Mr. Burgamy served as the President of Perky-Pet Products Co., a manufacturer of pet products and supplies. From January 1976 to November 1994, he was President of CGS Distributing, Inc., a wholesale distributor of lawn and garden supplies. He holds a B.S. degree in engineering management from the United States Air Force Academy.

Other directorships:

 

Mr. Burgamy has also served as a director of the Bank since March 1997.

 

3




 

Name:

 

Jerry W. Chapman

Age:

 

66

Director since:

 

May 2003

CoBiz board committee:

 

Audit Committee

Principal occupation and recent business experience:

 

Mr. Chapman has 44 years of public accounting and consulting experience. Since 2000, he has served as a consultant to clients requiring strategic, governance and market-driven services. From January 1993 until his retirement in December 1999, Mr. Chapman served as a Senior Consulting Partner with Arthur Andersen LLP. From July 1989 to December 1992, Mr. Chapman operated Insight Partners, a consulting firm he established that offered planning, governance, financial and economic services to financial, healthcare, governmental and not-for-profit organizations. From November 1968 to June 1989, Mr. Chapman was with Ernst & Whinney (now Ernst & Young). From 1977 though June 1989, he served as a partner with the firm, and during the last ten years of this period, served as the Managing Partner of the firm’s Southwestern offices. Mr. Chapman is a Certified Public Accountant (retired status) and earned a B.S. degree in Accounting from the University of Great Falls, Montana.

Other directorships:

 

Mr. Chapman also serves on the Board of Directors and is Audit Committee Chair and is a member of the Governance and Nominating Committee for Inter-Tel, Incorporated, a Tempe, Arizona based Nasdaq-listed company, and on the Board of Directors of Health Care Excel, an Indiana-based multi-state healthcare quality assurance and consulting organization. He also serves as the Chairman of the Board of HCE Quality Quest, the wholly owned Arizona subsidiary of Health Care Excel.

 

Name:

 

Morgan Gust

Age:

 

59

Director since:

 

January 2006

CoBiz board committee:

 

Compensation Committee (Chair), Governance and Nominating Committee

Principal occupation and recent business experience:

 

Mr. Gust has served as the president of Giant Industries, Inc., a publicly-traded petroleum refining and marketing company listed on the New York Stock Exchange, since March 2002. Mr. Gust joined Giant Industries in August 1990, and over the years has served in various senior management positions, including executive vice president, vice president administration, general counsel, and corporate secretary. Mr. Gust holds a B.S. degree and a J.D. degree from the University of Arizona.

Other directorships:

 

Mr. Gust serves on the board of the following funds:

 

 

·

Flaherty & Crumrine Preferred Income Fund Incorporated (NYSE: PFD)

 

 

·

Flaherty & Crumrine Preferred Income Opportunity Fund Incorporated (NYSE: PFO)

 

 

·

Flaherty & Crumrine/Claymore Preferred Securities Income Fund Incorporated (NYSE: FFC)

 

 

·

Flaherty & Crumrine/Claymore Total Return Fund Incorporated (NYSE: FLC)

 

4




 

Name:

 

Thomas M. Longust

Age:

 

65

Director since:

 

March 2001

CoBiz board committee:

 

Governance and Nominating Committee (Chair)

Principal occupation and recent business experience:

 

Mr. Longust has served as a director of the Company since the Company’s acquisition of First Capital Bank of Arizona (“First Capital”) in March 2001. From August 1996 until March 2001, Mr. Longust served as a director of First Capital. In 1973, Mr. Longust founded Longust Distributing, Inc., an Arizona based distributor of floor covering products serving the southwest for several major domestic manufacturers as well as a number of foreign ceramic tile manufacturers. He served as Chairman and CEO until the business was sold in 2005. In 2001, Mr. Longust founded Longust Flooring Company, LLC, an Anaheim, California based ceramic tile distributor serving southern California, and he is currently its Managing Partner. Prior to 1973 Mr. Longust held management positions with Chrysler, Monsanto and Olin Industries and was a member of the St. Louis University Business School faculty. Mr. Longust received Bachelor and Masters Degrees in Finance and Economics from St. Louis University and completed all course work toward his PhD while serving on the faculty.

Other directorships:

 

Mr. Longust serves as a member of the board of directors for the Sojourner Center, a non-profit center established to serve victims of domestic violence.

 

Name:

 

Jonathan C. Lorenz

Age:

 

55

Director since:

 

March 1995

CoBiz board committee:

 

Executive Committee

Principal occupation and recent business experience:

 

Mr. Lorenz has served as Vice Chairman of the Board of Directors of the Company since March 1995. Mr. Lorenz has also served as CEO of the Bank since 1995 and as Vice Chairman of the Bank since 1995. From June 1993 to March 1995, Mr. Lorenz pursued various business investment opportunities, including the formation of First Western Growth Fund, a small business investment company. Mr. Lorenz was employed by Colorado National Bank (“CNB”) in various capacities from September 1976 to June 1993. His last position with CNB was Senior Vice President and Manager of Corporate Banking. He holds a B.A. degree in political science and an M.B.A. from the University of Colorado.

Other directorships:

 

Mr. Lorenz serves as Vice Chairman and CEO of the Bank. In addition, he is a director of CBL and GMB which are direct or indirect subsidiaries of the Company.

 

5




 

Name:

 

Evan Makovsky

Age:

 

62

Director since:

 

January 2003

CoBiz board committee:

 

None

Principal occupation and recent business experience:

 

Mr. Makovsky is the co-founder of Shames-Makovsky Realty Company, which specializes in the sale and leasing of commercial, industrial and investment properties. In the mid-1980s Shames-Makovsky Realty Company formed Shames-Makovsky Mortgage Company, which specializes in “gap” financing. He holds a B.S.B.A. degree in Business and an M.S.B.A. degree in Finance from the University of Denver.

Other directorships:

 

Mr. Makovsky has also served as a director of the Bank since March 1997.

 

Name:

 

Harold F. Mosanko

Age:

 

67

Director since:

 

March 2001

CoBiz board committee:

 

None

Principal occupation and recent business experience:

 

Mr. Mosanko is currently a partner in MMK Capital Partners, LLC, which specializes in real estate investments. Previously, he served as First Capital’s CEO from 1995 until First Capital’s merger into the Bank in September 2001. He became a director of the Company upon the completion of the Company’s acquisition of First Capital in March 2001. Prior to 1995, he had 25 years of banking experience at Valley National Bank of Arizona (“Valley”). His positions included Executive Vice President in charge of the Commercial Lending Group, Commercial Marketing and Senior Branch Administrator. In 1982, Mr. Mosanko left Valley and became a principal in a financial services firm that was active in mergers and acquisitions and financial securities. Mr. Mosanko subsequently returned to Valley in 1984. His last position with Valley was Executive Vice President and Group Manager for the Commercial Lending Group. He attended the Detroit College of Business.

Other directorships:

 

Mr. Mosanko has also served as a Vice Chairman of the Bank since February 2002.

 

Name:

 

Noel N. Rothman

Age:

 

77

Director since:

 

September 1994

CoBiz board committees:

 

Executive Committee; Compensation Committee

Principal occupation and recent business experience:

 

Mr. Rothman is a private investor and has served as President of Namtor, Inc., a closely held business services company in which he is a principal shareholder, since September 1985. Mr. Rothman attended Wayne State University.

Other directorships:

 

None

 

6




 

Name:

 

Timothy J. Travis

Age:

 

62

Director since:

 

May 1998

CoBiz board committee:

 

Compensation Committee

Principal occupation and recent business experience:

 

Since November 1981, Mr. Travis has been the President and CEO of Eaton Metal Products Company, a fully integrated engineering fabricator, with which he has been employed since 1963.

Other directorships:

 

Mr. Travis serves as a director and on the audit committee of University of Colorado Hospital, and is a past Chairman of the Denver Area Council of Boy Scouts of America. In addition, he is also a director of the National Western Stock Show.

 

Name:

 

Mary Beth Vitale

Age:

 

53

Director since:

 

January 2005

CoBiz board committee:

 

Audit Committee (Chair)

Principal occupation and recent business experience:

 

Ms. Vitale co-founded Pellera, a strategic communications and business development firm, in 2001. Previously, she had served as president, CEO and chairman of the board of WestwindMedia.com, president and COO of RMI.NET, and president-western states for AT&T. She received her bachelor’s degree from Hillsdale College in Hillsdale, Michigan; a master’s degree from the University of Colorado; and an advanced management degree from the Wharton School of the University of Pennsylvania.

Other directorships:

 

Ms. Vitale previously served on the board of Intrado, Inc., a publicly-traded technology company, from 1999 to 2004; and on the board of RMI.Net, a publicly traded national e-business and convergent communications company from 1997 to 2000. She was also a Commissioner on former Colorado Governor Bill Owens’ Commission for Science and Technology. In addition, she is a member of the board of directors of the National Association of Corporate Directors local chapter and chairs its Marketing Committee.

 

Name:

 

Mary White

Age:

 

55

Director since:

 

January 2005

CoBiz board committee:

 

Governance and Nominating Committee

Principal occupation and recent business experience:

 

Ms. White has served as the CEO of Swedish Medical Center, Englewood, Colorado, since 1996; previously, she spent 15 years at Rose Medical Center in Denver where she went from an administrative resident to senior vice president. Ms. White is active in many community organizations, having served on the boards of the Colorado Neurological Institute, Colorado Personalized Education for Physicians, Mountain States Employer’s Council and Doctors’ Care. She is a past president of the board of the Colorado Health & Hospital Association and is a past chair of the American Hospital Association’s Metropolitan Hospital Governing Council. Ms. White received her bachelor’s degree from Juniata College in Huntingdon, Pa., and a master’s degree from the University of Pittsburgh.

Other directorships:

 

Ms. White also serves on the Juniata College Board of Trustees and on the board of directors of the American Heart Association.

 

7




2. Ratification of Independent Registered Public Accounting Firm

The Board of Directors has appointed Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2007. Deloitte & Touche LLP has no relationship with the Company other than that arising from its engagement as independent registered public accounting firm. See “Relationship with Independent Registered Public Accounting Firm” below. Representatives of Deloitte & Touche LLP will be present at the Annual Meeting.  They will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from shareholders.

The Board of Directors recommends a vote FOR the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2007.

3. The proposed amendment of the Company’s articles of incorporation to change its corporate name from CoBiz Inc. to CoBiz Financial Inc.

The Company seeks shareholder approval to amend its articles of incorporation to change the Company’s corporate name from CoBiz Inc. to CoBiz Financial Inc. The primary reason for the proposed name change is to better reflect the nature of the Company’s business activities as a diversified financial services company, serving the needs of small to mid-sized businesses and professionals. The Company’s operating subsidiaries will retain their current names under this proposal, and the Company’s common stock will continue to trade on the Nasdaq Global Select Market under the symbol “COBZ”.

A copy of the proposed amendment to the Company’s articles of incorporation is attached as Appendix A to this proxy statement.

The Board of Directors recommends a vote FOR the proposed amendment of the Company’s articles of incorporation to change its corporate name from CoBiz Inc. to CoBiz Financial Inc.

 

8




MEETINGS OF THE BOARD AND COMMITTEES

The Board of Directors (the “Board”) conducts its business through meetings of the Board and the following standing committees: Executive, Audit, Governance and Nominating and Compensation. The standing committees regularly report on their activities and actions to the full Board. Each of the standing committees has the authority to engage outside experts, advisors and counsel to the extent it considers appropriate to assist the committee in its work. With the exception of the Executive Committee, each of the standing committees has adopted and operates under a written charter.

The Company maintains an Internet website located at www.cobizinc.com on which, among other things, the Company makes available, free of charge, various reports that it files with or furnishes to the Securities and Exchange Commission (“SEC”), including its Annual Report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. These reports are made available as soon as reasonably practicable after they are filed with or furnished to the SEC. The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. Additional information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The Company has also made available on its website its Corporate Governance Guidelines and its Code of Conduct and Ethics, as well as the charters for its Audit Committee, Governance and Nominating Committee and Compensation Committee. To access these materials, visit the Company’s website at www.cobizinc.com and select “Investor Relations,” then select “Corporate Governance,” and then select the name of the document you wish to view. The content on any website referred to in this filing is not incorporated by reference into this filing unless expressly noted otherwise.

The Board of Directors held five meetings during fiscal year 2006. Each director attended at least 75% of the total meetings of the Board and Board committees on which the director served during the fiscal year.

The following table reflects the membership of each Board committee:

 

 

Committee Membership

Name

 

 

 

Executive

 

Audit

 

Governance &
Nominating

 

Compensation

 

 

 

 

 

 

 

 

 

Steven Bangert

 

X

 

 

 

 

 

 

Michael B. Burgamy

 

 

 

X

 

 

 

 

Jerry W. Chapman

 

 

 

X

 

 

 

 

Morgan Gust

 

 

 

 

 

X

 

Chair

Thomas M. Longust

 

 

 

 

 

Chair

 

 

Jonathan C. Lorenz

 

X

 

 

 

 

 

 

Evan Makovsky

 

 

 

 

 

 

 

 

Harold F. Mosanko

 

 

 

 

 

 

 

 

Noel N. Rothman

 

X

 

 

 

 

 

X

Timothy J. Travis

 

 

 

 

 

 

 

X

Mary Beth Vitale

 

 

 

Chair

 

 

 

 

Mary M. White

 

 

 

 

 

X

 

 

 

Executive Committee

The Executive Committee is authorized to exercise certain of the powers of the Board of Directors, subject to ratification by the full Board of Directors, and meets as needed, usually in situations where it is not feasible to take action by the full Board of Directors. The Executive Committee did not meet in 2006.

9




Audit Committee

The Audit Committee operates pursuant to a written charter adopted by the Company’s Board of Directors. The Audit Committee has the responsibility to:

·       Oversee the accounting and financial reporting processes of the Company and the internal and external audit of the Company’s financial statements;

·       Oversee the implementation of the system of internal control over financial reporting that management has established;

·       Appoint, compensate and oversee the work of any registered public accounting firm engaged by the Company for the purpose of preparing or issuing an audit report or performing other audit, review or attest services and resolve any disagreement between management and the auditor regarding financial reporting;

·       Provide an avenue for communication between internal audit, the independent registered public accounting firm, financial management and the Board;

·       Consider and preapprove any audit and non-audit services proposed to be provided by the independent registered public accounting firm;

·       Review and approve related party transactions in accordance with SEC rules; and

·       Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters.

The Audit Committee consists of three members, Messrs. Burgamy and Chapman and Ms. Vitale, all of whom are “independent” under the Nasdaq listing standards currently in effect. The Board of Directors has designated Mr. Chapman and Ms. Vitale each as an “audit committee financial expert” within the meaning of the applicable SEC rules. The Board of Directors has determined that the Committee members do not have any relationship to the Company that may interfere with the exercise of independent judgment in carrying out their responsibilities. None of the Committee members are current officers or employees of the Company or its affiliates. The Audit Committee held six regular, and two telephonic meetings in 2006. During the meetings, the Audit Committee met in private session with the Director of Internal Audit, the Compliance Manager and the Loan Review Manager. In addition, the Committee met in private session with our independent registered public accounting firm and alone in executive session without members of management present. Annually, the Committee will meet privately with the Chief Financial Officer.

Governance and Nominating Committee

The Governance and Nominating Committee operates pursuant to a written charter adopted by the Company’s Board of Directors. The Governance and Nominating Committee has the responsibility to:

·       Identify individuals qualified to become Board members and recommend to the Board the director nominees for the next annual meeting of shareholders;

·       Develop and recommend to the Board qualifications for the selection of individuals to be considered as candidates for election to the Board;

·       Recommend to the Board director candidates for each committee for appointment by the Board;

·       Lead the Board in its annual review of the Board’s performance; and

·       Lead the Company in shaping the Company’s corporate governance policies and practices and code of conduct and ethics and monitor compliance with those policies and practices.

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When evaluating whether an incumbent director should be nominated for reelection, the Governance and Nominating Committee reviews the director’s overall service to the Company during his or her term, including the number of meetings attended, level of participation and quality of performance. When searching for new director candidates, the Governance and Nominating Committee canvasses its network of professional contacts to compile a list of potential candidates and may also engage a professional search firm if it deems appropriate. The Governance and Nominating Committee then meets to discuss and consider each candidate’s qualifications and selects by majority vote a nominee to recommend to the full Board. The Governance and Nominating Committee will consider individuals recommended by a shareholder of the Company to serve on the Board. For a description of the procedures for nominating a candidate to the Board and the minimum qualifications for Board membership, please see “Shareholder Recommendations of Director Nominees” below.

Each member of the Governance and Nominating Committee must meet the independence requirements of the Nasdaq listing standards and any other applicable laws, rules and regulations governing independence, as determined by the Board. The Governance and Nominating Committee currently consists of Messrs. Gust and Longust, and Ms. White, each of whom is “independent” under the Nasdaq listing standards currently in effect.

The Governance and Nominating Committee held four meetings in 2006. During the meetings, the Committee held an executive session without members of management present.

Compensation Committee

The Compensation Committee operates pursuant to a written charter adopted by the Company’s Board of Directors. The Compensation Committee assists the Board in the discharge of its responsibilities relating to compensation of the executives and other key employees of the Company, and in connection with administering the Company’s employee benefit plans. The Compensation Committee has responsibility to:

·       Review and approve the Company’s executive compensation philosophy;

·       Review and approve the executive compensation programs, plans and awards;

·       Administer the Company’s bonus, stock-based and other incentive plans;

·       Evaluate the performance of the CEO and other key executives and recommend appropriate compensation levels;

·       Review with management the Compensation Discussion & Analysis (or “CD&A”) and Compensation Committee Report be included in the Company’s proxy statement and recommend to the Board that the CD&A be included in the proxy statement; and

·       Review and approve general employee pension benefit plans of the Company and other benefit plans on an as-needed basis.

The Compensation Committee is comprised of Messrs. Gust, Rothman and Travis, each of whom is not an employee of the Company, and is independent under the Nasdaq listing standards currently in effect and is an “outside director” within the meaning of section 162(m) of the Internal Revenue Code of 1986.

The Compensation Committee held four meetings in 2006. During each meeting, the Compensation Committee held an executive session without members of management present.

11




Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee was at any time during 2006, or at any other time, an officer or employee of the Company or any of its subsidiaries. Furthermore, no executive officer of the Company served on the compensation committee or as a director of any other entity that had an executive officer who served as a director or on the Compensation Committee of the Company.

The Bank has invested or committed to invest in several licensed Small Business Investment Companies (“SBIC”) in which certain directors (including Messrs. Rothman and Travis, who are members of the Compensation Committee) and executive officers of the Company also own interests. These investments and the interests of the directors and executive officers in the SBICs are described below.

In July 1997, the Bank committed to purchase up to $500,000 of limited partnership interests in Prairie Capital Mezzanine Fund, L.P. (“Prairie Capital”), an investment fund that makes subordinated debt and preferred stock investments in a wide variety of small businesses throughout the United States. Prairie Capital is licensed as a SBIC. As of December 31, 2006, the Bank’s aggregate investment in Prairie Capital was $450,000, and the Bank was subject to additional capital calls of up to $50,000. Mr. Bangert, the Estate of Howard R. Ross, Mr. Ross’ widow and Namtor Denver Property LLC (“Namtor”), an entity controlled by Mr. Rothman, have made individual capital commitments to Prairie Capital in amounts of $2,000,000, $2,000,000, $50,000 and $1,500,000, respectively, and own interests in Prairie Capital proportionate to their capital commitments. Mr. Bangert is (and Mr. Ross previously was) a member of the advisory board of Prairie Capital. The general partner of Prairie Capital has agreed to make certain payments to the Bank, Messrs. Bangert and Ross, Mrs. Ross and Namtor (pro rata, in proportion to their respective investments in Prairie Capital) following the liquidation of Prairie Capital in the event that they do not realize an internal rate of return of at least 25% on their respective investments.

In addition, the Bank has committed $1,000,000 to a second fund, Prairie Capital Mezzanine Fund II, L.P. (“Prairie Capital II”). As of December 31, 2006, the Bank’s aggregate investment in Prairie Capital II was $900,000, and the Bank was subject to additional capital calls of up to $100,000. Messrs. Bangert, Rothman and Burgamy, and the Estate of Howard R. Ross, have capital commitments to Prairie Capital II in amounts of $2,000,000, $285,000, $500,000, and $3,550,000, respectively, and own interests in Prairie Capital II proportionate to their capital commitments. The general partner of Prairie Capital II has not made any guarantees regarding the financial returns of this fund. Mr. Bangert is (and Mr. Ross previously was) a member of the advisory board of Prairie Capital II.

The Bank has also committed $1,000,000 to a third fund, Prairie Capital Mezzanine Fund III, L.P. (“Prairie Capital III”). As of December 31, 2006, the Bank’s aggregate investment in Prairie Capital III was $850,000, and the Bank was subject to additional capital calls of up to $150,000 in Prairie Capital III. Messrs. Bangert, Rothman and Burgamy, and the Estate of Howard R. Ross, have capital commitments to Prairie Capital III in amounts of $ 2,000,000, $1,500,000, $500,000 and $2,000,000, respectively, and own interests in Prairie Capital III proportionate to their capital commitments. The general partner of Prairie Capital III has not made any guarantees regarding the financial returns of this fund. Mr. Bangert is (and Mr. Ross previously was) a member of the advisory board of Prairie Capital III.

The Bank has committed $7,500,000 to GMB Mezzanine Capital, L.P. (the “GMB Mezz Fund”). As of December 31, 2006, the Bank’s aggregate investment in the GMB Mezz Fund was $3.6 million, and the Bank was subject to additional capital calls of up to $3.9 million in the fund. The GMB Mezz Fund’s general partner is Lakeside Capital Partners, LLC, (“Lakeside Capital”). The Company advanced start-up funding to Lakeside Capital while it was forming and marketing the GMB Mezz Fund. In return, Lakeside Capital granted naming rights of the fund to CoBiz and agreed to allocate a portion of their carried-interest in the GMB Mezz Fund to the Company. In addition, Lakeside Capital executed a service agreement with Green Manning & Bunch, Ltd. (“GMB”), a wholly owned investment banking subsidiary of the Company for certain services that GMB provided to Lakeside Capital during the GMB Mezz Fund’s formation. The service agreement provided for compensation to GMB on an agreed-upon basis at market

12




rates. GMB recognized advisory fees of approximately $368,000 in the first quarter of 2004 related to services provided to the GMB Mezz Fund. The following directors have also made capital commitments to the GMB Mezz Fund, as indicated, and own interests proportionate to their capital commitments: Mr. Bangert—$2,000,000; Mr. Burgamy—$500,000; Mr. Lorenz—$200,000; Mr. Mosanko—$100,000; the Estate of Howard R. Ross—$2,000,000; Mr. Rothman—$2,000,000; and Mr. Travis—$500,000. Mr. Bangert is also a member of the advisory board of GMB Mezz Fund.

Lead Independent Director

Mr. Burgamy currently serves as the lead independent director of the board of directors. He was initially elected to such position by the independent members of the board of directors at the May 2006 annual organization meeting of the board of directors to serve in such position by the independent members of the board. The lead independent director position will continue to be reviewed annually at the annual organization meeting of the board of directors. The lead independent director chairs the executive session portion of each meeting of the board of directors, during which management is not present, and serves as the primary liaison between the independent members of the board of directors and the Company’s Chief Executive Officer.

Compensation of Directors

Each director who is not an employee receives the following:

·       $12,000 annual retainer fee for Board service

·       $10,000 annual retainer for Audit Committee chair

·       $5,000 annual retainer for Audit Committee members (excluding chair)

·       $5,000 annual retainer for Compensation Committee chair

·       $5,000 annual retainer for Governance and Nominating Committee chair

·       $7,500 annual retainer for Lead Independent Director

·       $1,000 for each Board or Committee meeting they attend in person, with the exception of Audit Committee, whose members receive $1,250 for each meeting they attend in person

·       $250 for any telephonic meeting of one-half hour or more

In addition, during 2006 each director who was not an officer of the Company received options to purchase 1,000 shares of common stock for $19.04 per share, the closing market price of the stock on the date of grant. Furthermore, any director who is not an employee of the Company who also served on the Bank’s board of directors received an option to purchase an additional 500 shares of common stock for $19.04 per share, the closing market price of the stock on the date of grant, and was paid an annual retainer fee of $6,000 and $1,000 for each meeting of the Bank’s board of directors they attended. Directors of the Company who are employees do not receive additional compensation for their services as directors or committee members.

No director received perquisites or personal benefits in excess of $10,000.

13




The following table shows the compensation of the members of our Board of Directors during fiscal year 2006.

Name(1)

 

 

 

Fees earned
or paid in
cash
($)

 

Option
awards
($)(2)

 

All other
Compensation
($)(3)

 

Total
($)

 

Michael B. Burgamy

 

 

$

37,250

 

 

$

4,922

 

 

$

13,461

 

 

$

55,633

 

Jerry W. Chapman

 

 

$

29,750

 

 

$

4,922

 

 

$

 

 

$

34,672

 

Morgan Gust

 

 

$

26,000

 

 

$

4,922

 

 

$

 

 

$

30,922

 

Thomas M. Longust

 

 

$

27,000

 

 

$

4,922

 

 

$

 

 

$

31,922

 

Evan Makovsky

 

 

$

17,000

 

 

$

4,922

 

 

$

14,461

 

 

$

36,383

 

Howard R. Ross(4)

 

 

$

18,000

 

 

$

4,922

 

 

$

11,461

 

 

$

34,383

 

Noel N. Rothman

 

 

$

26,000

 

 

$

4,922

 

 

$

 

 

$

30,922

 

Timothy J. Travis

 

 

$

21,000

 

 

$

4,922

 

 

$

 

 

$

25,922

 

Mary Beth Vitale

 

 

$

35,000

 

 

$

4,922

 

 

$

 

 

$

39,922

 

Mary M. White

 

 

$

20,000

 

 

$

4,922

 

 

$

 

 

$

24,922

 

 


(1)          Steven Bangert, our Chief Executive Officer and Jonathan C. Lorenz, Vice-Chairman and Chief Executive Officer of the Bank, are not included in this table because they are employees of CoBiz and thus received no additional compensation for their service as directors. The compensation they received as employees of CoBiz is shown in the Summary Compensation Table.

Harold F. Mosanko, Vice-Chairman of the Bank, is also not included in this table because he was an executive officer in fiscal 2006 (but was not a Named Executive Officer) who did not receive any additional compensation for services provided as a director in 2006.

(2)          The amounts in this column are calculated based on Statement of Financial Accounting Standard No. 123(R), Share Based Payment (“SFAS 123R”) and equal the financial statement compensation expense as reported in our 2006 consolidated statement of income for the fiscal year. Under SFAS 123R, a pro-rata portion of the total expense at time of grant is recognized over the applicable service period generally corresponding with the vesting schedule of the grant. The initial expense is based on the fair value of the stock option grants as estimated using the Black-Scholes option-pricing model. The assumptions used to arrive at the Black-Scholes value are disclosed in Note 14 to our consolidated financial statements included in our 2006 Annual Report and Form 10-K. The full grant date SFAS 123R value of all director option awards granted in 2006 was $4,922 per grant based on the closing price per share of CoBiz Common Stock of $19.04 on January 19, 2006.

14




The directors held options as of December 31, 2006, as follows:

Name

 

 

 

Aggregate
number of
option awards
outstanding
at F-YE
(#)

 

Michael B. Burgamy

 

 

3,000

 

 

Jerry W. Chapman

 

 

3,185

 

 

Morgan Gust

 

 

1,000

 

 

Thomas M. Longust

 

 

17,373

 

 

Evan Makovsky

 

 

10,617

 

 

Howard R. Ross(4)

 

 

1,500

 

 

Noel N. Rothman

 

 

6,665

 

 

Timothy J. Travis

 

 

16,409

 

 

Mary Beth Vitale

 

 

2,000

 

 

Mary M. White

 

 

2,000

 

 

 

(3)          All other compensation represents fees paid for service on the Bank’s board of directors and includes the full grant date SFAS 123R value of $2,461 for the 500 additional options granted in 2006 based on the closing price per share of CoBiz Common Stock of $19.04 on January 19, 2006. The assumptions used to arrive at the Black-Scholes value are disclosed in Note 14 to our consolidated financial statements included in our 2006 Annual Report and Form 10-K.

(4)          Mr. Ross served as a director from September 1994 to January 7, 2007, the date he passed away.

15




MANAGEMENT

Executive Officers

Information regarding executive officers of the Company is set forth below. Biographical information for Messrs. Bangert, Lorenz and Mosanko is set forth above under “Election of Directors.”

Name:

 

Richard J. Dalton

Age:

 

50

Officer since:

 

January 1997

Principal occupation and recent business experience:

 

Mr. Dalton has served as the President of the Company since May 2003. From January 1997 to May 2003, Mr. Dalton served as Executive Vice President and Chief Financial Officer of the Company. From August 1992 to January 1998, Mr. Dalton was the Vice President of Western Capital. From August 1992 to June 1996, Mr. Dalton served as the President and CEO of River Valley Bank - Texas. He holds a B.S. degree in business administration from the University of Southern Colorado and an M.B.A. from the University of Colorado.

Other directorships:

 

Mr. Dalton is also a director of ACMG, a subsidiary of the Company.

 

Name:

 

Lyne B. Andrich

Age:

 

40

Officer since:

 

May 1997

Principal occupation and recent business experience:

 

Ms. Andrich has served as Executive Vice President and Chief Financial Officer of the Company since May 2003. Ms. Andrich served as Controller of the Company from May 1997 until May 2003. From November 1995 to May 1997, Ms. Andrich was a regional reporting manager for Key Bank of the Rocky Mountains. From June 1989 to November 1995, Ms. Andrich held several positions with Bank One, Colorado, including Assistant Controller, Financial Reporting Manager and internal auditor. She holds a B.S. degree in accounting from the University of Florida and is a Certified Public Accountant.

Other directorships:

 

Ms. Andrich is also a director of FDL and CoBiz Insurance, Inc., which are direct subsidiaries of the Company.

 

Name:

 

Robert B. Ostertag

Age:

 

46

Officer since:

 

January 1996

Principal occupation and recent business experience:

 

Mr. Ostertag has served as Executive Vice President and Chief Credit Officer of the Bank since May 2003. From June 2001 to May 2003, he held the position of Senior Vice President and Senior Credit Officer. Prior to June 2001, Mr. Ostertag was the Senior Vice President and Commercial Lending Manager of the downtown bank. Before joining the Company, Mr. Ostertag worked for Bank One, Denver for twelve years as Vice President and Commercial Relationship Manager, and last served as Vice President and Business Banking Group Manager for the northern half of the Denver-Metro area. Mr. Ostertag graduated with a double major in Finance and General Business from Colorado State University, Fort Collins, Colorado in 1983.

Other directorships:

 

None

 

16




EXECUTIVE COMPENSATION

This section describes the Company’s compensation philosophy, policies and programs and the compensation paid during 2006 to the Company’s principal executive officer and principal financial officer and the three other executive officers of the Company having the highest total compensation. We refer to these five individuals as the “Named Executive Officers”.

Compensation Discussion and Analysis

Compensation Philosophy

The general compensation philosophy of the Company is to provide executive compensation that allows the Company to recruit, retain and motivate a highly qualified management team that implements the Company’s business strategies and ultimately leads to enhancing long-term shareholder value. To achieve this objective, the Company's compensation plan includes a combination of base salary and annual incentive compensation to reward short-term performance, and supplemental executive retirement benefits and the grant of stock options (both of which vest based on a years-of-service requirement) to encourage retention and long-term performance.

Independent Consultant and Peer Group Analysis

The Compensation Committee has the authority to retain outside consultants or advisors. The Compensation Committee has at times used the services of Denver Management Advisors LLC for independent advice on executive compensation matters. Annually, the Compensation Committee reviews competitive market data for comparable executive positions. For purposes of competitive market analysis, compensation is considered against that paid by banking and financial services organizations with assets of $1 billion to $5 billion, as reported by SNL Securities.

Components of our Compensation Program:

Base Salary.   The Company believes that competitive base salaries are necessary to attract and retain high performing executive officers. The Chief Executive Officer conducts annual performance reviews for all Named Executive Officers, excluding himself. The performance reviews take into account individual performance, experience, unique contributions to the Company and the Company’s need for certain types of expertise. The Compensation Committee considers the Committee members’ and the CEO’s evaluation of performance, CEO’s salary recommendations and competitive market data in determining appropriate salary.

With respect to the base salary of the Company’s Chief Executive Officer, all of the members of the Compensation Committee discuss the CEO’s performance at a Compensation Committee meeting and then advise the CEO of the results of this review. This performance review of the Chief Executive Officer is generally based on both objective and subjective criteria, with a subjective analysis of all matters considered relevant by the Committee being the determining factor in ultimately fixing the CEO’s compensation. Objectively, the Committee looks at the performance of the Company with particular emphasis on performance compared to budget for earnings. The Committee also considers, among other things, loan and deposit growth, efficiency ratio, and earnings from the fee based businesses.  Of these criteria, only one, earnings compared to budget, has a specific performance criteria set forth in the Annual Incentive Compensation Plan and that specific criteria under the plan relates only to bonus and is not binding on the Committee in reaching its determination on either the base salary or the bonus to be awarded to the Chief Executive Officer. In its subjective analysis the Committee considers the accomplishment of strategic objectives such as growth and loan performance, reputation of the Company and the CEO, integrity and honesty, interaction of the CEO with employees and the Board, development

17




of management, the availability of funds and all other matters which any member of the Committee wants to consider or discuss regarding their perception of the performance of the CEO.

Based on this analysis, the average salary increase for the Named Executive Officers, other than the Chief Executive Officer, in 2006 was 6.6%. The Chief Executive Officer received an increase of 5.0%. The base salary earned in 2006 by each of the Named Executive Officers is set forth in the “Summary Compensation Table”.  The Compensation Committee believes that the base salaries paid to the Named Executive Officers for the 2006 fiscal year were consistent with such officers’ levels of responsibility and individual performance as well as the Company’s performance. 

Annual Incentive Compensation Plan.   The Company’s philosophy is that incentive pay should generally constitute a meaningful component of total direct compensation. Annual cash bonus is intended to reward short-term performance and to be competitive with comparable executive positions in other companies.

For the Named Executive Officers, a written bonus plan set a target allocation of potential cash incentive bonus at 60% of base salary based on meeting or exceeding budgeted diluted earnings per share growth. Payouts for performance above or below the plan’s goals are adjusted within the plan as follows:

Percentage of Annual

 

Percentage of Target

Target Goal Achieved

 

Bonus Paid

120%

 

180%

100%

 

100%

80%

 

20%

less than 80%

 

0%

 

However, this target set forth in the plan is not determinative of the bonus paid and is only one component of the totality of the circumstances which the Committee considers. In addition the Committee subjectively considers such things as shareholder returns, asset quality, level of executive responsibility, other compensation received by the executive, the individual operating units’ income contributions, non-interest income growth, control of non-interest expenses; and growth objectives for total loans, total deposits and total assets, honesty, integrity, teamwork and the amount available by the Company for the payment of bonuses. Discretion is utilized by the Compensation Committee to adjust bonus amounts upward or downward as it deems appropriate in the circumstances. The Committee may also elect to award part of such incentive compensation in the form of stock options rather than cash. The CEO recommends the bonus amounts to be paid to each executive officer other than himself, but the Committee retains the discretion to modify or reject his recommendation. Based on these considerations, as well as the 2006 financial results and other matters set forth below under the heading “2006 Results”, the Committee made the bonus awards set forth in the “Summary Compensation Table”.

Equity Incentives.   The long-term component of compensation has historically been provided in the form of stock options that vest ratably over three- to four-years. The Company's stock incentive plans are an important component of the Company's total compensation program for executive officers and other employees. The plans are intended as a retention tool and also to advance the interests of the Company and its shareholders by encouraging and enabling executive officers and other employees to acquire and retain a proprietary interest in the Company. Through stock option grants, the long-range interests of management and employees are aligned with those of shareholders, as the optionees accumulate meaningful stakes in the Company. Although the Committee considers the recommendations of the CEO, the Committee makes all decisions concerning the granting of stock options to executive officers. Except for the Annual Retention Equity Program set forth below, these decisions are made on a subjective basis and generally do not bear a specific relationship to any particular measure of the Company's performance. The Compensation Committee believes that the stock option program is a valuable tool in recruiting,

18




retaining and motivating employees, including executive officers. The Committee is considering the use of restricted stock awards in the future.

Equity Award Programs and Grant Timing

The Board of Directors has approved an Annual Retention Equity Program for the grant of options to officers at the vice president level and above, including the Named Executive Officers. Awards are approved and granted as of the date of the Compensation Committee meeting held in May of each year. The Compensation Committee has determined that option awards issued pursuant to the Annual Retention-Equity Program will have the following terms:

·       Awards will be non-qualified stock options

·       Awards will be issued at 110% of the market value at the date of issuance; i.e., 10% “out-of-the-money”

·       The term of option awards will be 7 years

·       The vesting period of the awards will be 3 years

In addition, the Committee has delegated executive management the authority to grant certain recruitment options within pre-defined parameters. The grant date and option price for recruitment options is the closing market price as of the employee’s date of hire. Furthermore, recruitment options which may be in the form of incentive stock options, have a term of 7 years, and a graduated vesting schedule of 3 years.

All other options are approved by the Committee prior to issuance.  The grant date, option price and other material terms are determined and based as of the date of Committee approval.

Retirement and Other Benefits

Supplemental Executive Retirement Plan (“SERP”).   In 2004, the Compensation Committee, with the assistance of the Company’s independent compensation consultant, determined that SERP benefits are customary for the Named Executive Officer positions and are necessary to retain top talent to the Company. In addition to being market competitive, the objective of these benefits is to restore and supplement the level of retirement benefits provided in the Company’s defined contribution 401(k) plan due to limitations in the Internal Revenue Code. The present value of accumulated benefits under the SERP for each of the Named Executive Officers is set forth in the section titled “Pension Benefits.”

Split-Dollar Endorsed Life Insurance.   Associated with the SERP benefit is a death benefit for each Name Executive Officer’s designated beneficiaries. Beneficiaries designated by an executive are entitled to a split dollar share of the death proceeds from life insurance policies on each executive, which vary depending on the executive’s employment status with the Company at the time of death, and eligibility to receive SERP payments.

Defined Contribution Plan.   The Company maintains a 401(k) retirement savings plan available to all eligible employees, including the Named Executive Officers. Under the plan, the Company typically matches a portion of employee contributions. For 2006, employee contributions were matched up to a maximum of 6% of compensation subject in the case of the named executives to certain limitations in the Internal Revenue Code. At December 31, 2006, all employer contributions made on behalf of executive officers were vested in accordance with the vesting schedule of the plan, generally four years from commencement of employment, on the basis of the officers' past service with the Company.

19




Employment Agreements.   An additional component of the executive relationship with the Company intended to attract and retain key executive officers is an employment agreement. In addition to being market competitive, a comprehensive employment agreement supports a long-term commitment to each other between the Company and the executive, as well as a long-term perspective in the executive’s leadership of the Company. It also provides the Company with valuable non-solicitation restrictions on the executive should his or her employment terminate. For the CEO, as well as other Named Executive Officers, a change in control benefit supports retention of key executives during potential merger and acquisition discussions and permits such discussions to take place without distraction due to personal concerns, to the potential betterment of shareholders.

Employee Stock Purchase Plan (“ESPP”).   The ESPP is a form of equity-based compensation that is available to all employees of the Company, with the exception of the Chief Executive Officer. Under the plan, employees may elect, prior to the beginning of each calendar quarter, to purchase shares of the Company's common stock through payroll deduction at a price equal to 90% of the market price of the stock at the end of the calendar quarter. The plan provides an attractive vehicle for employees to acquire the Company’s stock, which further aligns their financial interests with those of other shareholders.

Perquisites and Other Benefits.   Perquisites and other benefits represent a small part of our overall compensation package, and are offered only after consideration of business need. The Company believes that perquisites are generally a part of executive officers’ market-competitive total compensation packages. We annually review the perquisites and other personal benefits that we provide to executive management. The primary perquisites are the use of a company auto, club memberships, parking, reimbursement for spousal travel and cash payments to cover the tax liability to the executives for the imputed value of such benefits. We sponsor membership in health or social clubs for certain executive officers. The Company also reimburses executives for expenses for spouse travel to business events that the Company invited the executive’s spouse to attend. Finally, certain tax, accounting, and other regulations often subject our executives to taxation on the receipt of certain benefits irrespective of the value such benefit conferred to the executive. In these situations, we typically provide a tax-gross up payment to the executive to reimburse the executive for approximate amounts of additional tax liability the executive will need to pay as a result of receiving such benefits.

2006 Results

Net income in 2006 was $22.8 million, an increase of 14.1% from 2005 net income of $20.0 million. Included in the Company 2006 results was a pre-tax charge of $1.7 million related to the rebalancing of the Company’s investment security portfolio. Excluding the impact of the portfolio rebalancing, the Company’s net income would have been $23.9 million, or 19.4% improvement over 2005. Reported diluted earnings per share for 2006 was $0.98, as compared to $0.87 for 2005. Operating diluted earnings per share (excluding the portfolio rebalancing charge), was $1.03, an increase of 18.4% from 2005. The diluted earnings per share growth objective established by the Committee in the Annual Incentive Compensation Plan at the beginning of 2006 was 15%.  Additionally, loan growth was within the targeted range at 16% and asset quality remained exceptional; however, deposit growth fell short of projections at 11% growth.  Non-interest income growth was strong at 19%.

In considering the appropriate amount of Annual Incentive Compensation payout for 2006, the Committee also evaluated the relative level of short-term vs. long-term compensation, as well as the amount of unvested stock options held by the Named Executive Officers.  The Committee believes that executive management should have a meaningful amount of unvested stock options outstanding in order for the Company’s equity incentive plan to act as an effective retention tool. The Committee decided to issue additional stock options in lieu of cash incentive payout to bring short-term and long-term compensation components into better balance, and after considering the availability of funds set aside for

20




bonuses in 2006, and the effect on total compensation related to the award of cash bonuses in 2007 in conjunction with the successful efforts to raise capital in early 2007.

For 2006, the compensation of the Named Executive Officers was allocated as follows:

 

 

Short term performance awards:

 

Long term performance awards:

 

 

 

 

 

Base

 

Annual

 

Equity-

 

 

 

 

 

Name

 

 

 

salary(1)

 

incentive(1)

 

based(2)

 

SERP(3)

 

Total

 

Steven Bangert

 

 

51

%

 

 

8

%

 

 

15

%

 

 

26

%

 

 

100

%

 

Jonathan C. Lorenz

 

 

52

%

 

 

10

%

 

 

13

%

 

 

25

%

 

 

100

%

 

Richard J. Dalton

 

 

49

%

 

 

11

%

 

 

15

%

 

 

25

%

 

 

100

%

 

Lyne B. Andrich

 

 

47

%

 

 

14

%

 

 

19

%

 

 

20

%

 

 

100

%

 

Robert B. Ostertag

 

 

47

%

 

 

23

%

 

 

7

%

 

 

23

%

 

 

100

%

 


(1)          Base salary and annual incentive percentages are based on the amounts disclosed in the “Summary Compensation Table” for Named Executive Officers.

(2)          The long-term equity-based percentages are calculated utilizing amounts disclosed in the “Grants of Plan-Based Awards” table under the “Grant date fair value of option awards” column.

(3)          SERP benefits are based on the amounts disclosed in the “Summary Compensation Table” under the “Change in pension value” column.

Tax Considerations

It has been and continues to be the Company’s intent that all incentive payments be deductible unless maintaining such deductibility would undermine our ability to meet our primary compensation objectives or is otherwise not in our best interest. Section 162(m) of the Internal Revenue Code restricts the deductibility by the Company of executive compensation paid to the Company’s Named Executive Officers at the end of the fiscal year to not more than $1,000,000 in annual compensation. Certain performance-based compensation is exempt from this limitation if it complies with various conditions described in Section 162(m). Although all of the compensation paid during 2006 was deductible, some components of the Company’s compensation programs may result in payments from time to time that are subject to the restriction on deductibility. The Compensation Committee believes that it may be appropriate from time to time to exceed limitations on deductibility under Section 162(m) to ensure that executive officers are compensated in a manner that it believes to be consistent with the best interests of the Company and its shareholders consistent with the Company’s executive compensation philosophy and objectives. In view of all of the circumstances, the Compensation Committee has concluded that no further action with respect to qualifying such compensation for deductibility is necessary at this time. The Compensation Committee, however, reserves the authority to continue to approve non-deductible compensation in appropriate circumstances. Also, because of ambiguities and uncertainties as to the application and interpretation of Section 162(m), no assurance can be given that compensation intended by the Company to satisfy requirements for deductibility under Section 162(m) will in fact do so.

Stock Ownership Guidelines

Along with the emphasis on stock options, the Compensation Committee established stock ownership guidelines for executive officers in 2004. Under these guidelines, each executive officer of the Company is required to own shares of common stock having a market value of at least $25,000. Shares issuable upon exercise of in-the-money stock options do not count toward this requirement. All of the executive officers named in the Summary Compensation Table in this proxy statement currently hold sufficient amounts of our common stock to meet or exceed the stock ownership requirements.

21




Recoupment of Annual Incentives  

The Company has no formal policy on recapturing salary or incentive awards (equity or cash) granted to an executive in the event that the Company were to have to restate its financial statements (whether arising from conduct or actions of the executive, or otherwise). However, under Section 304 of the Sarbanes-Oxley Act of 2002, if we are required to restate our financials due to material noncompliance with any financial reporting requirement as a result of misconduct, our CEO and CFO must reimburse the Company for (1) any bonus or other incentive-based or equity-based compensation received during the 12 months following the first public issuance of the non-complying document and (2) any profits realized from the sale of securities of the Company during those 12 months.

In addition, the discretion retained by the Compensation Committee to make adjustments in all types of compensation would permit it to decrease an executive’s compensation under such circumstances if such compensation had not already been paid or become final. There is currently no procedure to recover (“claw back”) an element of compensation that has been paid and become final. To date, the Company has never been required to restate its financial statements.

Role of Executive Officers in Determining Executive Compensation  

The Committee oversees the administration of executive compensation plans, including the design, performance measures, and award opportunities for the executive incentive programs, and certain employee benefits. The Committee has the authority to determine, reviews the performance and approves all compensation and awards, to the CEO and other Named Executive Officers. The CEO assists in such reviews as described above. The CEO determines the compensation of other senior officers based in part on market data provided by the compensation consultant, and the Committee annually reviews the general elements of such compensation. Executive officers do not otherwise determine or make recommendations regarding the amount or form of executive or director compensation.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based upon this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Submitted by the Compensation Committee of the Board:

Morgan Gust, Chair
Noel N. Rothman

Timothy J. Travis

22




Summary Compensation Table

The following table provides compensation information for the year ended December 31, 2006 for the Named Executive Officers. The “Executive Compensation—Compensation Discussion and Analysis” section of this proxy statement includes information regarding the material terms of plans and agreements pursuant to which certain items set forth below are paid.

 

 

 

 

 

 

 

Non-equity

 

Change in

 

 

 

 

 

 

 

 

 

 

 

Option

 

incentive plan

 

pension

 

All other

 

 

 

 

 

 

 

Salary

 

awards

 

compensation

 

value

 

compensation

 

Total

 

Name and principal position

 

 

 

Year

 

($)

 

($)(1)

 

($)(2)

 

($)(3)

 

($)(4)

 

($)

 

Steven Bangert

 

2006

 

$

453,600

 

$

14,875

 

 

$

70,000

 

 

$

234,747

 

 

$

48,549

 

 

$

821,771

 

Chairman and CEO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jonathan C. Lorenz

 

2006

 

$

315,000

 

$

21,592

 

 

$

60,000

 

 

$

151,890

 

 

$

35,208

 

 

$

583,690

 

Vice Chairman

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Richard J. Dalton

 

2006

 

$

253,500

 

$

17,341

 

 

$

60,000

 

 

$

130,458

 

 

$

33,494

 

 

$

494,793

 

President

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lyne B. Andrich

 

2006

 

$

200,000

 

$

15,997

 

 

$

60,000

 

 

$

83,720

 

 

$

20,596

 

 

$

380,313

 

Executive Vice President and CFO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Robert B. Ostertag

 

2006

 

$

182,000

 

$

20,354

 

 

$

90,000

 

 

$

89,264

 

 

$

25,146

 

 

$

406,764

 

Executive Vice President and Chief Credit Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


(1)          The amounts in this column are calculated based on SFAS 123R and equal the financial statement compensation cost for stock option awards as reported in our consolidated statement of income for the fiscal year. Under SFAS 123R, a pro-rata portion of the total expense at time of grant is recognized over the applicable service period generally corresponding with the vesting schedule of the grant. The initial expense is based on the fair value of the stock option grants as estimated using the Black-Scholes option-pricing model. The assumptions used to arrive at the Black-Scholes value are disclosed in Note 14 to our consolidated financial statements included in our 2006 Annual Report and Form 10-K.

(2)          The amounts in this column relate to awards earned and accrued under the 2006 Annual Incentive Compensation Plan, which were paid in February 2007. That plan and these awards are discussed in the Compensation Discussion and Analysis section of this proxy statement.

(3)          The amounts shown reflect the aggregate change in the actuarial present value of the Named Executive Officer’s accumulated benefits under the Company’s Supplemental Executive Retirement Plan. The benefits to be provided under the plan described under the headings Pension Benefits—Supplemental Executive Retirement Plan”.

23




(4)          The following table shows the components of “All other compensation” reported in the Summary Compensation Table above.  The cost of each item noted is the actual incremental cost of providing such perquisite or benefit, with the exception of the company provided auto.  The cost of the company provided auto was calculated based on the Annual Lease Value Tables published by the IRS multiplied by the estimated personal use of the vehicle.

 

 

401(k) plan

 

Life

 

Personal

 

 

 

Health and

 

 

 

 

 

 

 

Total

 

 

 

matching

 

insurance

 

use of

 

Executive

 

social club

 

 

 

Spouse

 

Tax

 

all other

 

Name

 

 

 

contribution

 

premiums

 

company auto

 

physical

 

dues

 

Parking

 

travel

 

gross-ups

 

compensation

 

Steven Bangert

 

 

$

13,200

 

 

 

$

11,510

 

 

 

$

2,694

 

 

 

$

2,615

 

 

 

$

944

 

 

 

$

3,000

 

 

$

13,893

 

 

$

693

 

 

 

$

48,549

 

 

Jonathan C. Lorenz

 

 

$

13,200

 

 

 

$

15,315

 

 

 

$

3,416

 

 

 

$

 

 

 

$

581

 

 

 

$

2,040

 

 

$

317

 

 

$

339

 

 

 

$

35,208

 

 

Richard J. Dalton

 

 

$

13,200

 

 

 

$

7,528

 

 

 

$

3,485

 

 

 

$

2,090

 

 

 

$

3,320

 

 

 

$

2,040

 

 

$

686

 

 

$

1,145

 

 

 

$

33,494

 

 

Lyne B. Andrich

 

 

$

9,000

 

 

 

$

3,415

 

 

 

$

4,586

 

 

 

$

 

 

 

$

1,054

 

 

 

$

2,040

 

 

$

 

 

$

501

 

 

 

$

20,596

 

 

Robert B. Ostertag

 

 

$

9,100

 

 

 

$

4,068

 

 

 

$

7,073

 

 

 

$

2,705

 

 

 

$

 

 

 

$

2,040

 

 

$

 

 

$

160

 

 

 

$

25,146

 

 

 

Grants of Plan-Based Awards

The following table shows all plan-based awards granted to Named Executive Officers during fiscal year 2006. Certain terms of the Company’s Stock Plan pursuant to which the grants identified in the table were made are described in the “Executive Compensation—Compensation Discussion and Analysis—Equity Incentives” section of this proxy statement.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

All other
option
awards:
Number

 

Exercise
or base

 

Grant
date fair

 

 

 

 

 

Estimated possible payouts under
non-equity incentive plan awards(1)

 

Estimated future payouts under
equity incentive plan awards

 

of securities
underlying

 

price of
option

 

value
of option

 

 

 

Grant

 

Threshold

 

Target

 

Maximum

 

Threshold

 

Target

 

Maximum

 

options

 

awards

 

awards

 

Name

 

 

 

date

 

($)

 

($)

 

($)

 

(#)

 

(#)

 

(#)

 

(#)

 

($/Sh)

 

($)

 

Steven Bangert

 

2006

 

 

$

54,432

 

 

$

272,160

 

 

$

489,888

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5/17/2006

(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,000

 

 

 

$

21.65

 

 

 

$

32,283

 

 

 

2/13/2007

(3)

 

 

 

 

 

 

 

  

 

 

 

 

 

 

20,000

 

 

 

 

 

 

 

 

 

 

$

21.07

 

 

 

$

104,694

 

 

Jonathan C. Lorenz

 

2006

 

 

$

37,800

 

 

$

189,000

 

 

$

340,200

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5/17/2006

(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,000

 

 

 

$

21.65

 

 

 

$

27,671

 

 

 

 

2/13/2007

(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,000

 

 

 

 

 

 

 

 

 

 

$

21.07

 

 

 

$

52,347

 

 

Richard J. Dalton

 

2006

 

 

$

30,420

 

 

$

152,100

 

 

$

273,780

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5/17/2006

(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,667

 

 

 

$

21.65

 

 

 

$

26,135

 

 

 

2/13/2007

(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,000

 

 

 

 

 

 

 

 

 

 

$

21.07

 

 

 

$

52,347

 

 

Lyne B. Andrich

 

2006

 

 

$

24,000

 

 

$

120,000

 

 

$

216,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5/17/2006

(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,667

 

 

 

$

21.65

 

 

 

$

26,135

 

 

 

 

2/13/2007

(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,000

 

 

 

 

 

 

 

 

 

 

$

21.07

 

 

 

$

52,347

 

 

Robert B. Ostertag

 

2006

 

 

$

21,840

 

 

$

109,200

 

 

$

196,560

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5/17/2006

(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,667

 

 

 

$

21.65

 

 

 

$

26,135

 

 


(1)                CoBiz provides performance-based annual cash incentive awards to our executive officers under our Annual Incentive Compensation Plan. For 2006, accrual for the Annual Incentive Compensation Plan was based on an assessment of the Company’s actual financial performance relative to the Compensation Committee’s pre-established performance goals. Actual awards for 2006 performance are set forth in the “non-equity incentive plan compensation” column in the “Summary Compensation Table” above.

(2)                Annual Retention Equity Program stock options granted May 17, 2006 have an exercise price equal to 110% of the May 17, 2006 closing price and vest ratably over three years. These options have a term of 7 years. See discussion under “Executive CompensationCompensation Discussion and AnalysisEquity Award Programs and Grant Timing”. The values shown reflect the aggregate SFAS 123R expense associated with these options based upon application of the Black-Scholes pricing model, to be recognized over the three year vesting period. The assumptions used to arrive at the Black-Scholes value are disclosed in Note 14 to our consolidated financial statements included in our 2006 Annual Report and Form 10-K.

(3)                In lieu of a full cash payout under the 2006 Annual Incentive Compensation Plan, the Compensation Committee elected to award part of the Named Executive Officer’s 2006 annual incentive compensation in the form of stock options. The values shown for the options granted February 13, 2007 reflect the aggregate SFAS 123R expense associated with these options based upon application of the Black-Scholes pricing model, to be recognized over the three year vesting period. The options had an exercise price equal to the closing price on February 13, 2007 and vest ratably over three years. These options have a term of 7 years. The assumptions used to arrive at the Black-Scholes value are disclosed in

24




Note 14 to our consolidated financial statements included in our 2006 Annual Report and Form 10-K.  Also, see discussion under “Executive Compensation—Compensation Discussion and Analysis2006 Results”.

Outstanding Equity Awards at Fiscal Year-End

The following table shows all outstanding equity awards held by Named Executive Officers as of December 31, 2006.

 

Option awards

 

Name

 

 

 

Number of
securities
underlying
unexercised
options
(#)
exercisable

 

Number of
securities
underlying
unexercised
options
(#)
unexercisable

 

Option
exercise
price
($)

 

Option
expiration
date

 

Steven Bangert

 

 

45,000

 

 

 

 

 

$

12.00

 

6/19/07

 

 

 

68,314

 

 

 

 

 

$

10.53

 

6/19/07

 

 

 

1,000

 

 

 

2,000

 

 

$

19.81

 

5/19/12

 

 

 

1,334

 

 

 

2,666

 

 

$

19.25

 

10/14/12

 

 

 

 

 

 

7,000

 

 

$

21.65

 

5/17/13

 

Jonathan C. Lorenz

 

 

2,277

 

 

 

 

 

$

7.11

 

1/13/09

 

 

 

 

20,223

 

 

 

 

 

$

7.11

 

1/13/09

 

 

 

 

5,175

 

 

 

 

 

$

8.00

 

1/13/09

 

 

 

 

9,000

 

 

 

 

 

$

8.00

 

1/3/11

 

 

 

 

36,840

 

 

 

 

 

$

10.53

 

6/19/12

 

 

 

 

17,848

 

 

 

 

 

$

12.00

 

6/19/12

 

 

 

 

12,152

 

 

 

 

 

$

12.00

 

6/19/12

 

 

 

 

1,000

 

 

 

2,000

 

 

$

19.25

 

10/14/12

 

 

 

 

1,000

 

 

 

2,000

 

 

$

18.94

 

11/7/12

 

 

 

 

3,615

 

 

 

 

 

$

9.70

 

1/16/13

 

 

 

 

 

 

 

6,000

 

 

$

21.65

 

5/17/13

 

Richard J. Dalton

 

 

6,750

 

 

 

 

 

$

8.00

 

1/13/09

 

 

 

11,250

 

 

 

 

 

$

7.11

 

1/13/09

 

 

 

4,500

 

 

 

 

 

$

7.11

 

1/10/10

 

 

 

2,362

 

 

 

 

 

$

7.11

 

1/10/10

 

 

 

9,000

 

 

 

 

 

$

8.00

 

1/3/11

 

 

 

1,000

 

 

 

2,000

 

 

$

19.81

 

5/19/12

 

 

 

4,212

 

 

 

 

 

$

10.53

 

6/19/12

 

 

 

12,152

 

 

 

 

 

$

12.00

 

6/19/12

 

 

 

2,588

 

 

 

 

 

$

12.00

 

6/19/12

 

 

 

7,761

 

 

 

 

 

$

12.00

 

6/19/12

 

 

 

18,628

 

 

 

 

 

$

10.53

 

6/19/12

 

 

 

889

 

 

 

1,778

 

 

$

19.25

 

10/14/12

 

 

 

 

 

 

5,667

 

 

$

21.65

 

5/17/13

 

25




 

Lyne B. Andrich

 

 

1,572

 

 

 

 

 

$

1.98

 

12/15/07

 

 

 

 

9,000

 

 

 

 

 

$

7.11

 

1/13/09

 

 

 

 

4,500

 

 

 

 

 

$

7.11

 

1/10/10

 

 

 

 

4,500

 

 

 

 

 

$

5.78

 

5/5/10

 

 

 

 

5,625

 

 

 

 

 

$

8.00

 

1/3/11

 

 

 

 

1,000

 

 

 

2,000

 

 

$

19.81

 

5/19/12

 

 

 

 

15,000

 

 

 

 

 

$

12.00

 

6/19/12

 

 

 

 

889

 

 

 

1,778

 

 

$

19.25

 

10/14/12

 

 

 

 

75

 

 

 

 

 

$

9.90

 

1/7/13

 

 

 

 

 

 

 

5,667

 

 

$

21.65

 

5/17/13

 

 

 

 

3,495

 

 

 

 

 

$

17.31

 

5/6/15

 

 

 

 

6,505

 

 

 

 

 

$

17.31

 

5/6/15

 

Robert B. Ostertag

 

 

1,605

 

 

 

 

 

$

1.98

 

12