MBHI » Topics » Compensation Committee

This excerpt taken from the MBHI DEF 14A filed Apr 3, 2009.
Compensation Committee
 
The compensation committee consists of Monsignor Velo (chairman), and Messrs. Berger, Forrester, Rizza, Rosenquist and Silveri. The members of the committee are “independent directors” as such term is defined in Rule 4200(a)(15) of the Nasdaq listing standards as currently in effect. A copy of the committee charter is available at our website www.midwestbanc.com — About Us — Corporate Info — Governance. The committee met seven times during 2008.


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The fundamental responsibilities of the committee are to:
 
  •  adopt, review and refine an executive compensation philosophy and guiding principles that reflect Midwest’s mission, values and long-term strategic objectives;
 
  •  review and approve on an annual basis corporate goals and objectives relevant to compensation of our chief executive officer, evaluate his performances in light of those goals and objectives and, recommend to the board his compensation level based on this evaluation;
 
  •  review and make recommendations to the board concerning compensation of other executive officers on an annual basis;
 
  •  review and make recommendations to the board with respect to policies relating to compensation;
 
  •  review and make recommendations to the board regarding our stock and incentive plan;
 
  •  approve compensation awards for executive officers (with or without ratification or approval of the board) if required to do so in order to comply with applicable tax and state corporate laws;
 
  •  prepare and approve the committee report required by the SEC to be included in our annual meeting proxy statement;
 
  •  oversee the management incentive plan; approve and recommend to the board the cash awards made under the plan; advise the board of any stock awards to be made under the plan; approve and recommend to the board the incentive award restrictions under the plan;
 
  •  oversee our executive benefit programs, as key risk areas, so that they are managed and administered in a manner consistent with the Company’s objectives, and the requirements of the appropriate regulatory bodies;
 
  •  approve and make recommendations to the board for the merit pool amounts to be allocated to Midwest staff;
 
  •  annually review and make recommendations to the board about director compensation;
 
  •  review and reassess the adequacy of the committee charter annually and recommend to the board any changes deemed appropriate by the committee;
 
  •  review its own performance annually;
 
  •  report regularly to the board; and
 
  •  perform any other activities consistent with the charter, the Company’s by-laws and governing law, as the committee or the board deems necessary or appropriate.
 
On December 5, 2008, Midwest issued $84.78 million of preferred stock to the U.S. Treasury under the U.S. Treasury Capital Purchase Program, or the CPP. In order to participate in the CPP, Midwest has to comply with certain executive compensation rules contained in the Emergency Economic Stabilization Act, EESA. The Treasury has adopted regulations to implement the executive compensation rules contained in EESA. As required by the Treasury regulations, the compensation committee met with Midwest’s senior risk officers in February of 2009 to identify any features of the Midwest’s incentive compensation plans that would encourage senior executive officers to take unnecessary and excessive risks that threaten the value of Midwest. For a discussion of this meeting, see page 31.
 
The American Recovery and Reinvestment Act of 2009, ARRA, was signed by President Obama on February 17, 2009. This legislation includes provisions that further regulate the executive compensation of financial institutions participating in the CPP. The compensation committee is reviewing the compensation provisions of the ARRA and will insure that Midwest complies with the applicable provisions and the Treasury regulations to be adopted thereunder.
 
Management plays a significant role in the compensation-setting process. The most significant aspects of management’s role are: evaluating employee performance; suggesting business performance targets and objectives; and recommending salary levels, cash incentives and restricted stock awards. Ms. Ceas, our senior vice president-


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human resources, and Mr. Giancola (during 2008) and Mr. Fritz in 2009 work with Monsignor Velo in establishing the agenda for committee meetings. Management also prepares meeting information for each committee meeting.
 
Mr. Fritz (and Mr. Giancola during 2008) and Ms. Ceas participate in committee meetings at the committee’s request to provide: background information regarding our strategic objectives; Mr. Fritz’s evaluation (and Mr. Giancola’s during 2008) of the performance of the senior executive officers; and compensation recommendations as to senior executive officers (other than himself). Mr. Fritz (and Mr. Giancola during 2008) does not participate in those portions of the committee meetings where his compensation is reviewed and approved.
 
The committee charter grants the committee the sole and direct authority to hire and fire its advisors and compensation consultants and approve their compensation. These advisors report directly to the committee. We pay the committee’s advisors and consultants. The committee has, for several years, used the services of a compensation consultant to identify specific study groups of companies and to provide research regarding compensation programs and compensation levels among the companies in the study groups.
 
The committee engaged The Delves Group to serve as its consultant for fiscal 2008. The Delves Group has provided consulting services to the committee since 2005. The committee has determined that The Delves Group is independent because it has never done any work for Midwest other than advise the committee and has no prior relationship with management. The Delves Group reports directly to the committee but is authorized to communicate with Ms. Ceas to obtain information. The Delves Group will not do any work for Midwest except as authorized by the committee.
 
This excerpt taken from the MBHI DEF 14A filed Apr 7, 2008.
Compensation Committee
 
The compensation committee consists of Messrs. Wolin (chairman), Forrester, Livingston, Rizza and Rosenquist and Monsignor Velo. Following the annual meeting, Monsignor Velo will replace Mr. Wolin (who is retiring from the board of directors) as chairman and Mr. Berger, if elected to the board, will be added to the committee. The members of the committee are “independent directors” as such term is defined in Rule 4200(a)(15) of the Nasdaq listing standards as currently in effect. A copy of the committee charter is available at our website www.midwestbanc.com — Investor Relations — Corporate Governance. The committee met seven times during 2007.
 
The fundamental responsibilities of the committee are to:
 
  •  adopt, review and refine an executive compensation philosophy and guiding principles that reflect Midwest’s mission, values and long-term strategic objectives;
 
  •  review and approve on an annual basis corporate goals and objectives relevant to compensation of James J. Giancola, our chief executive officer, and J. J. Fritz, our Bank’s president and chief operating officer, evaluate their performances in light of those goals and objectives and, recommend to the board their compensation level based on this evaluation;
 
  •  review and make recommendations to the board concerning compensation of other executive officers on an annual basis;
 
  •  review and make recommendations to the board with respect to policies relating to compensation;
 
  •  review and make recommendations to the board regarding our stock and incentive plan;
 
  •  approve compensation awards for executive officers (with or without ratification or approval of the board) if required to do so in order to comply with applicable tax and state corporate laws;
 
  •  prepare and approve the committee report required by the SEC to be included in our annual meeting proxy statement;


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  •  oversee the management incentive plan; approve and recommend to the board the cash awards made under the plan; advise the board of any stock awards to be made under the plan; approve and recommend to the board the incentive award restrictions under the plan;
 
  •  oversee our executive benefit programs, as key risk areas, so that they are managed and administered in a manner consistent with the Company’s objectives, and the requirements of the appropriate regulatory bodies;
 
  •  approve and make recommendations to the board for the merit pool amounts to be allocated to Midwest staff;
 
  •  annually review and make recommendations to the board about director compensation;
 
  •  review and reassess the adequacy of the committee charter annually and recommend to the board any changes deemed appropriate by the committee;
 
  •  review its own performance annually;
 
  •  report regularly to the board; and
 
  •  perform any other activities consistent with the charter, the Company’s by-laws and governing law, as the committee or the board deems necessary or appropriate.
 
Management plays a significant role in the compensation-setting process. The most significant aspects of management’s role are: evaluating employee performance; suggesting business performance targets and objectives; and recommending salary levels, cash incentives and restricted stock awards. Ms. Ceas, our senior vice president-human resources, and Mr. Giancola work with Mr. Wolin in establishing the agenda for committee meetings. Management also prepares meeting information for each committee meeting.
 
Mr. Giancola and Ms. Ceas participate in committee meetings at the committee’s request to provide: background information regarding our strategic objectives; Mr. Giancola’s evaluation of the performance of the senior executive officers; and compensation recommendations as to senior executive officers (other than himself and the chief operating officer of the Bank). Mr. Giancola does not participate in those portions of the committee meetings where his compensation is reviewed and approved.
 
The committee charter grants the committee the sole and direct authority to hire and fire its advisors and compensation consultants and approve their compensation. These advisors report directly to the committee. We pay the committee’s advisors and consultants. The committee has, for several years, used the services of a compensation consultant to identify specific study groups of companies and to provide research regarding compensation programs and compensation levels among the companies in the study groups.
 
The committee engaged The Delves Group to serve as its consultant for fiscal 2007. The Delves Group has provided consulting services to the committee since 2005. The committee has determined that The Delves Group is independent because it has never done any work for Midwest other than advise the committee and has no prior relationship with management. The Delves Group reports directly to the committee but is authorized to communicate with Ms. Ceas to obtain information. The Delves Group will not do any work for Midwest except as authorized by the committee.
 
Compensation Committee
 
The compensation committee consists of Messrs. Wolin (Chairman), DiPaolo, Forrester, Livingston, Rizza and Rosenquist and Monsignor Velo. The members of the committee are “independent directors” as such term is defined in Rule 4200(a)(15) of the NASDAQ listing standards as currently in effect. A copy of the committee charter is available at our website www.midwestbanc.com — Investor Relations — Corporate Governance. The committee met six times during 2006.
 
The fundamental responsibilities of the committee are to:
 
  •  adopt, review and refine an executive compensation philosophy and guiding principles that reflect Midwest’s mission, values and long-term strategic objectives;
 
  •  review and approve on an annual basis corporate goals and objectives relevant to compensation of James J. Giancola, our chief executive officer, and J. J. Fritz, our Bank’s president and chief operating officer, evaluate their performances in light of those goals and objectives and, recommend to the board their compensation level based on this evaluation;
 
  •  review and make recommendations to the board concerning compensation of other executive officers on an annual basis;
 
  •  review and make recommendations to the board with respect to policies relating to compensation;
 
  •  review and approve our stock and incentive plan;
 
  •  approve compensation awards (with or without ratification or approval of the board) as may be required to comply with applicable tax and state corporate laws;
 
  •  prepare and approve the report required by the SEC to be included in our annual meeting proxy statement;
 
  •  oversee the equity-related long term incentive plan for senior members of management and employees so that it is designed and administered in a manner consistent with the Company’s commitment to building


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  long-term stockholder value and compensation strategy; annually review and approve if necessary any plan changes including performance goals, vesting requirements, awards and dilution considerations;
 
  •  oversee our employee benefit programs, as key risk areas, so that they are managed and administered in a manner consistent with the Company’s objectives, and the requirements of the appropriate regulatory bodies;
 
  •  review and approve the merit pool amounts to be allocated to Midwest staff;
 
  •  annually review and make recommendations to the board about director compensation;
 
  •  review and reassess the adequacy of the committee charter annually and recommend to the board any changes deemed appropriate by the committee;
 
  •  review its own performance annually;
 
  •  report regularly to the board; and
 
  •  perform any other activities consistent with the charter, the Company’s by-laws and governing law, as the committee or the board deems necessary or appropriate.
 
Management plays a significant role in the compensation-setting process. The most significant aspects of management’s role are: evaluating employee performance; suggesting business performance targets and objectives; and recommending salary levels, cash incentives and restricted stock awards. Ms. Ceas, our senior vice president-human resources, and Mr. Giancola work with Mr. Wolin in establishing the agenda for committee meetings. Management also prepares meeting information for each committee meeting.
 
Mr. Giancola and Ms. Ceas participate in committee meetings at the committee’s request to provide: background information regarding our strategic objectives; Mr. Giancola’s evaluation of the performance of the senior executive officers; and compensation recommendations as to senior executive officers (other than himself). Mr. Giancola does not participate in those portions of the committee meetings where his compensation is reviewed and approved.
 
The committee charter grants the committee the sole and direct authority to hire and fire its advisors and compensation consultants and approve their compensation. These advisors report directly to the committee. We pay the committee’s advisors and consultants. The committee has for several years, used the services of a compensation consultant to identify specific study groups of companies and to provide research regarding compensation programs and compensation levels among the companies in the study groups.
 
The committee engaged The Delves Group to serve as its consultant for fiscal 2007. The Delves Group has provided consulting services to the committee since 2005. The committee has determined that The Delves Group is independent because it has never done any work for Midwest other than advise the committee and has no prior relationship with management. The Delves Group reports directly to the committee but is authorized it to communicate with Ms. Ceas to obtain information. The Delves Group will not do any work for Midwest except as authorized by the committee.
 
Compensation Committee
 
The Compensation Committee consists of Messrs. DiPaolo, Rizza, Small, Forrester, Livingston, Nagle and Wolin (Chairman) and Monsignor Velo. The members of the Compensation Committee are “independent directors” as such term is defined in Rule 4200(a)(15) of the NASDAQ listing standards as currently in effect. A copy of the charter of the Compensation Committee is available at www.midwestbanc.com — Corporate Governance.
 
The Compensation Committee is responsible for reviewing the performance of the Chief Executive Officer; reviewing and recommending the compensation of the Company’s officers, including the Chief Executive Officer; recommending and approving stock option grants to management; reviewing and recommending compensation programs including stock option grants, restricted stock awards, 401(k) contributions and annual bonuses; reviewing and recommending director compensation; and advising the Chief Executive Officer on miscellaneous compensation issues. The Compensation Committee also advises and assists management in formulating policies regarding compensation. The Committee met nine times during 2005.
 
This excerpt taken from the MBHI DEF 14A filed Apr 13, 2005.
Compensation Committee

      The Compensation Committee consists of Messrs. DiPaolo, Rizza, Small, and Wolin (Chairman). The members of the Compensation Committee are “independent directors” as such term is defined in Rule 4200(a)(15) of the Nasdaq listing standards as currently in effect. The Compensation Committee is responsible for reviewing the performance of the Chief Executive Officer; reviewing and recommending the compensation of the Company’s officers, including the Chief Executive Officer; recommending and approving stock option grants to management; reviewing and recommending compensation programs including stock option grants, restricted stock awards, 401(k) contributions and annual bonuses; reviewing and recommending director compensation; and advising the Chief Executive Officer on miscellaneous compensation issues. The Compensation Committee also advises and assists management in formulating policies regarding compensation. The Committee met two times during 2004.

This excerpt taken from the MBHI DEF 14A filed Apr 1, 2005.
Compensation Committee

      The Compensation Committee consists of Messrs. DiPaolo, Rizza, Small, and Wolin (Chairman). The members of the Compensation Committee are “independent directors” as such term is defined in Rule 4200(a)(15) of the Nasdaq listing standards as currently in effect. The Compensation Committee is responsible for reviewing the performance of the Chief Executive Officer; reviewing and recommending the compensation of the Company’s officers, including the Chief Executive Officer; recommending and approving stock option grants to management; reviewing and recommending compensation programs including stock option grants, restricted stock awards, 401(k) contributions and annual bonuses; reviewing and recommending director compensation; and advising the Chief Executive Officer on miscellaneous compensation issues. The Compensation Committee also advises and assists management in formulating policies regarding compensation. The Committee met two times during 2004.

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