PCBC » Topics » Compensation Discussion and Analysis

This excerpt taken from the PCBC DEF 14A filed Mar 19, 2008.

Compensation Discussion and Analysis

 

As provided in its charter, the Compensation Committee of our Board of Directors (the “Committee”) has overall responsibility for establishing, implementing and monitoring our compensation structure, policies and programs. The Committee is composed of three directors, each of whom the Board has determined qualifies as an independent director under the NASDAQ listing standards. The Committee’s Chairman regularly reports to the Board on Committee actions and recommendations. The Committee has authority to retain (at the Company’s expense) outside counsel, compensation consultants and other advisors to assist as needed.

 

This discussion addresses compensation with respect to fiscal 2007 for our Named Executive Officers, who are:

 

   

President and Chief Executive Officer, Mr. Leis;

 

   

former President and Chief Executive Officer, Mr. Thomas;

 

   

interim Chief Financial Officer, Mr. Cowie;

 

   

former Chief Financial Officer, Ms. Clinton;

 

   

Vice Chairman, Mr. Larson;

 

   

Executive Vice President and General Counsel, Mr. Clough; and

 

   

Executive Vice President, Wealth Management Group, Mr. Bianchi

 

As disclosed in last year’s proxy statement, Mr. William S. Thomas, Jr. announced his plans to retire as President and Chief Executive Officer and resign as a member of the Board of Directors upon the appointment of his successor. Mr. Thomas entered into an Employment Agreement with the Company, effective as of October 11, 2006 (see “Employment Agreements” within this CD&A Report for further information). A CEO Search Committee was appointed by the Board in October 2006 to conduct a national search for a new CEO (see “CEO Search Committee” description under The Board and Committee Membership section of this proxy statement).

 

On April 2, 2007, the Board of Directors selected George S. Leis to succeed Mr. Thomas as President and Chief Executive Officer and appointed him to fill the Board vacancy. Mr. Thomas remains employed by the Company in a community relations position pursuant to his Employment Agreement.

 

The following Compensation Discussion and Analysis describes the objectives and general policies of our compensation program as it relates to the Named Executive Officers; specific practices relating to the determination of the principle elements of our compensation program; and analysis of decisions regarding compensation for the Named Executive Officers with respect to fiscal 2007.

 

This excerpt taken from the PCBC DEF 14A filed Mar 13, 2007.

Compensation Discussion and Analysis

 

The Compensation Committee of the Board of Directors has overall responsibility for establishing, implementing and monitoring the compensation structure, policies and programs of the Company. The Committee is responsible for assessing and approving the total compensation structure paid to the Chief Executive Officer (“CEO”) and the CEO’s compensation recommendations for other executive officers. Thus, the Committee is responsible for determining whether the compensation paid to each of the Named Executives is fair, reasonable and competitive, and whether it serves the interest of the Company’s shareholders. The Committee’s Chairman regularly reports to the Board on Committee actions and recommendations. The Committee has authority to retain (at the Company’s expense) outside counsel, compensation consultants and other advisors to assist as needed.

 

The individuals who served as the Company’s CEO and Chief Financial Officer (“CFO”) during 2006, as well as the other individuals included in the Summary Compensation Table, are referred to as the “Named Executives.” With respect to the Named Executives, this Compensation Discussion and Analysis identifies the Company’s current compensation philosophy and objectives and describes the various methodologies, polices and practices for establishing and administering the compensation programs of the Named Executives.

 

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