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Quotes & Info
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| UCFC > SEC Filings for UCFC > Form 8-K on 21-Jul-2009 | All Recent SEC Filings |
21-Jul-2009
Change in Directors or Principal Officers
(e) On July 15, 2009, the Compensation Committee and the Board of Directors of United Community Financial Corporation ("UCFC") approved the Executive Incentive Plan ("EIP"). Messrs. McKay, Bevack and Reske, in addition to other executive officers, will participate in the EIP. The EIP provides incentive compensation awards based upon UCFC's actual performance for the calendar year compared to the actual performance of an established peer group for the same calendar year, looking at six performance measures. See the "Weightings" table below. The Compensation Committee and the Board of Directors used the following criteria to establish the 2009 peer group: (a) assets between $1.75 and $5.0 billion; and (b) publicly traded banks and thrifts headquartered in Ohio, Indiana, Michigan and Western Pennsylvania. Old Second Bancorp, Inc., Aurora, Illinois, was also included in the peer group based upon management's recommendation. The 2009 peer group is as follows:
S&T Bancorp, Inc. 1st Source Corporation
First Merchants Corporation Chemical Financial Corporation
First Financial Bancorp. Integra Bank Corporation
First Place Financial Corp. Independent Bank Corporation
Old Second Bancorp, Inc. MainSource Financial Group, Inc.
First Financial Corporation Lakeland Financial Corporation
Mercantile Bank Corporation Macatawa Bank Corporation
Citizens First Bancorp, Inc. ESB Financial Corporation
First Defiance Financial Corp. Peoples Bancorp Inc.
Parkvale Financial Corporation
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In order for any awards to be made under the EIP for a calendar year's
performance, UCFC must report positive net income for that calendar year,
calculated in accordance with GAAP, but adjusted to exclude the effect of
extraordinary items. If this threshold is met, incentive awards will be
calculated based upon UCFC's performance against its peers in the six weighted
performance measures. See the "Weightings" table below. For 2009, the target and
maximum incentive awards, respectively, measured as a percentage of base salary
are as follows: Mr. McKay-50%, 100%; Mr. Bevack-45%, 90%; and Mr. Reske-40%,
80%. Once the award under the EIP is calculated, it is paid 60% in cash and 40%
in restricted stock or stock options. The restricted stock or stock option
awards will be awarded under the Amended and Restated United Community 2007
Long-Term Incentive Plan and vest equally over three years, beginning on the
first anniversary of the award. Awards under the EIP cannot be made until all
peer companies have reported full calendar year earnings.
The calculation of the incentive awards under the EIP is as follows. First,
it must be determined where UCFC's actual performance falls in comparison to the
peer group for each of the six performance measures. The comparison is based
upon percentiles which correspond to a threshold level for that performance
measure. See the "Threshold Levels" table below. Then, the threshold level
achieved is used to determine the bonus percentage for that performance measure
based upon the
executive officer's position. See the "Bonus Percentages" table below. This
bonus percentage is multiplied by the performance measure's assigned weighting
and by the executive's base salary to determine what amount, if any, is awarded
for UCFC's actual performance for that performance measure. The amount earned
for each performance measure is added together to determine the total incentive
award under the EIP.
Bonus Percentages As Percent of Base Compensation
Threshold CEO Pres/COO CFO
Level Group 1 Group 2 Group 3 Actual Performance versus Peers
1 0.0 % 0.0 % 0.0 % Below 25th Percentile
2 10.0 % 9.0 % 8.0 % Above 25th percentile
3 20.0 % 18.0 % 16.0 % Above 30th percentile
4 30.0 % 27.0 % 24.0 % Above 35th Percentile
5 40.0 % 36.0 % 32.0 % Above 40th Percentile
6 50.0 % 45.0 % 40.0 % At or Above Median
7 60.0 % 54.0 % 48.0 % Above 55th Percentile
8 70.0 % 63.0 % 56.0 % Above 60th Percentile
9 80.0 % 72.0 % 64.0 % Above 65th Percentile
10 90.0 % 81.0 % 72.0 % Above 70th Percentile
11 100.0 % 90.0 % 80.0 % At or Above 75th Percentile
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Weightings for Performance Measures
Weight
Profitability 40.0 %
ROAE 5.0 %
ROAA 25.0 %
Budget Net Income 10.0 %
Growth 10.0 %
Core Deposit Growth 10.0 %
Asset Quality 50.0 %
Texas Ratio 40.0 %
NCOs/Average Loans 10.0 %
Total Weighting 100.0 %
Definitions: "Core" ROAE and ROAA": GAAP performance excluding extraordinary
items Core Deposit Growth: Total Deposits less CDs>$100,000,
brokered deposits and public deposits Texas Ratio: Nonperforming
Assets divided by sum of Tangible Common Equity plus Loan Loss
Reserve
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Threshold Levels
Overall Profitability Growth Rate Asset Quality
NCOs/
Core Core Net Income Core Deposit Texas Average
Level ROAE ROAA Budget Growth Ratio Loans
1 <25th Pct <25th Pct 70% of Budget <25th Pct <25th Pct <25th Pct
2 25th 25th 75% 25th 25th 25th
3 30th 30th 80% 30th 30th 30th
4 35th 35th 85% 35th 35th 35th
5 40th 40th 95% 40th 40th 40th
6 Median Median 100% Median Median Median
7 55th 55th 105% 55th 55th 55th
8 60th 60th 115% 60th 60th 60th
9 65th 65th 120% 65th 65th 65th
10 70th 70th 125% 70th 70th 70th
11 >75th Pct >75th Pct 130% >75th Pct >75th Pct >75th Pct
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Definition: Pct: Percentile Rank within defined Peer Group For example, if UCFC's Core ROAE for 2009 falls into the 40th percentile when compared to its peers, Mr. McKay's incentive award for that performance measure would be as follows:
Incentive Plan Bonus Percentage (based)
Weighting on Threshold Level achieved Base Salary
5.0% X 40% X $ 382,000 = $7,640
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