UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant To Section 14(A) Of the
Securities Exchange Act of 1934
Filed by the
Registrant
x
Filed by a
Party other than the Registrant
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Check the
appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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First Community Bank Corporation of America
(Name of Registrant as
Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
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$125 per Exchange Act Rules O-11(c)(1)(iii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
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Fee computed on table below per Exchange Act Rules 14-a6(i)(4) and O-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule O-11 (Set forth the amount on which the filing fee is calculated and
state how it was determined):
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Proposed maximum aggregate value of transaction:
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Fee paid previously by written preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form Schedule or Registration Statement No.:
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Preliminary Copy
April 12, 2010
To our Shareholders:
We are pleased to invite you to the 2010 Annual Meeting of
Shareholders of First Community Bank Corporation of America to be held at our headquarters located at 9001 Belcher Road, Pinellas Park, Florida 33782, on Monday, May 17, 2010 at 5:30 p.m., local time.
The Notice of the Annual Meeting of Shareholders and proxy statement attached to this letter describe the formal business that will be
transacted at the Annual Meeting and provide material information concerning that business. The directors and officers of First Community Bank Corporation of America, as well as a representative of the accounting firm Hacker, Johnson &
Smith, P.A., will be present at the Annual Meeting to respond to your questions. During the informal portion of the Annual Meeting, we plan to address the effect the downturn in the Florida real estate market had on our performance in 2009, as well
as discuss the steps we intend to take to address the challenges of 2010, as we work our way through this very difficult economic environment.
It is important that your shares be represented and voted at the Annual Meeting. You can vote your shares in one of three ways:
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by mail, just complete and sign the enclosed proxy card;
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by telephone, call Toll-Free on a Touch-Tone Phone, 1-866-849-8131; or
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by Internet at
https://www.proxyvotenow.com/fcfl
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Should you attend the Annual Meeting and prefer to vote in person, you will be given that opportunity.
On behalf of
the Board of Directors and all of the employees of First Community Bank Corporation of America, we look forward to seeing you at the Annual Meeting.
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Sincerely,
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/s/ Kenneth P. Cherven
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Kenneth P. Cherven
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President and Chief Executive Officer
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Preliminary Copy
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 17, 2010
The 2010 Annual Meeting
of Shareholders (“Annual Meeting”) of First Community Bank Corporation of America (“First Community”) is to be held at our headquarters located at 9001 Belcher Road, Pinellas Park, Florida 33782 on May 17, 2010, beginning at
5:30 p.m., local time. Shareholders are being asked to consider and vote on the following items:
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Proposal 1
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To fix the number of directors to serve on the Board for the ensuing year at nine;
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Proposal 2
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The election of eight members of the Board of Directors, each for a one-year term;
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Proposal 3
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An advisory vote to approve the executive compensation plans, programs and arrangements employed by First Community, as described in its proxy statement for the 2010 Annual Meeting
of Shareholders;
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Proposal 4
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A proposal to amend First Community’s Articles of Incorporation to increase the authorized common stock from 20,000,000 shares to 40,000,000 shares;
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Proposal 5
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The adjournment of the Annual Meeting to solicit additional proxies in the event there are not sufficient votes to approve proposal 1, 2, 3 or 4; and
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To transact any other business that properly comes before the Annual Meeting, or at any adjournment thereof.
All holders of record of shares of First Community at the close of business on April 8, 2010, are entitled to vote at the Annual
Meeting, or at any adjournments thereof.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE SHAREHOLDERS MEETING TO BE HELD ON MAY 17, 2010
A copy of this proxy statement and of First Community’s Annual Report on Form 10-K for the year ended December 31, 2009 are available to shareholders via the Internet at
http://www.fcflproxy.com
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By Order of the Board of Directors,
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/s/ Kenneth P. Cherven
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Kenneth P. Cherven
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President and Chief Executive Officer
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Pinellas Park,
Florida
April 12, 2010
Preliminary Copy
PROXY STATEMENT
2010 ANNUAL MEETING OF SHAREHOLDERS
GENERAL INFORMATION
This proxy statement and the accompanying proxy card are being furnished to shareholders of record as of the close of business on
April 8, 2010, in connection with the solicitation of proxies by the Board of Directors of First Community Bank Corporation of America (“First Community”) for the 2010 Annual Meeting of Shareholders (“Annual Meeting”).
Included with this proxy statement is our Form 10-K, which contains the consolidated financial statements for the fiscal year ended December 31, 2009. It is intended that the proxy statement and Form 10-K will be mailed to shareholders on or
about April 12, 2010.
Regardless of the number of shares of common stock that you own, it is important that your shares
be represented by proxy or that you be present at the Annual Meeting. To vote by proxy, please indicate your preferences in the spaces provided on the enclosed proxy card and return it signed and dated, in the enclosed postage-paid envelope. You may
also vote via telephone or Internet. Proxies obtained by the Board of Directors will be voted in accordance with the directions given therein.
If you do not indicate how your shares should be voted on a matter, the shares represented by your
signed proxy will be voted as the Board of Directors recommends.
In order for us to have a quorum present to convene the
Annual Meeting, it is important that your proxy card be completed and mailed promptly.
What is the date, time and place of the Annual
Meeting?
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First Community’s headquarters located at 9001 Belcher Road, Pinellas Park, Florida 33782
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What matters are being considered and what is the recommendation of our Board?
The Board recommends that you vote:
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FOR
–Proposal 1 – to fix the number of directors to serve on the Board for the ensuing year at nine;
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FOR
–Proposal 2 – the election of eight director nominees;
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FOR
–Proposal 3 – an advisory vote to approve the executive compensation plans, programs and arrangements employed by First Community,
as described in this proxy statement;
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FOR
–Proposal 4 – to amend First Community’s Articles of Incorporation to increase the authorized common stock from
20,000,000 shares to 40,000,000 shares; and
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FOR
–Proposal 5 – the adjournment of the Annual Meeting to solicit additional proxies if there are not sufficient votes to approve the
foregoing matters.
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If you do not indicate a preference on your proxy card, the proxy holders will vote in
accordance with the Board’s recommendations. Although the Board of Directors knows of no additional business that will be presented for consideration at the Annual Meeting, execution of the enclosed proxy card confers discretionary authority on
the proxy holders to vote your shares in accordance with their best judgment on any other business that may properly come before the Annual Meeting, or any adjournment thereof.
VOTING PROCEDURES
Who is entitled to vote at our Annual Meeting and what constitutes
a quorum?
Only holders of record of our common stock at the close of business on April 8, 2010, the shareholder
record date, will be entitled to vote at the Annual Meeting. Record holders representing a majority of our outstanding common stock, present in person or represented by proxies, constitute a quorum. On the record date, there were 5,457,173 shares of
First Community’s common stock outstanding and eligible to vote at our Annual Meeting.
What are the voting rights of the holders of our common stock?
Our Articles of Incorporation do not provide for cumulative voting. Under the Florida Business Corporation Act (“Act”), directors
are elected by a plurality of the votes cast at a meeting at which a quorum is present. Since there are eight individuals running for a like number of director seats, as long as each director receives one vote and there is a quorum for the Annual
Meeting, the director nominees will be elected. Our Bylaws do not have a majority vote requirement and provide that a majority of shares entitled to vote and represented in person or by proxy at a shareholder meeting constitutes a quorum. Therefore,
each holder of record of common stock on the record date has the right to vote, in person or by proxy, the number of shares of common stock he or she owns for as many director nominees as there are directors to be elected. For example, if you own
five shares of common stock, you may vote a maximum of five shares for each director to be elected.
Proposals 2, 3, 4 and 5
will be approved if affirmative votes cast for the proposal exceed the votes cast against that proposal at the Annual Meeting if a quorum is present. Abstentions and broker non-votes have no effect under the Act.
How do I vote?
The
manner in which your shares may be voted depends on how your shares are held.
Shares Held of Record.
If you own shares
of record, meaning that your shares of common stock are represented by certificates or book entries in your name so that you appear as a shareholder on the records of our stock transfer agent, a proxy card for voting those shares will be included
with this proxy statement. You may vote those shares in one of three ways: (1) by completing, dating, signing, and returning the proxy card in the enclosed postage pre-paid, pre-addressed envelope; (2) by telephoning toll free
1-866-849-8131 on a touch-tone phone; or (3) via the Internet at https://www.proxyvotenow.com/fcfl.
Shares Held in
Brokerage Accounts.
If you own shares through a brokerage firm (e.g., shares held in “street name”), you may instead receive a voting instruction form with this proxy statement that you may use to instruct your broker on how your
shares are to be voted. As with a proxy card, you may vote your shares by completing, dating, signing, and returning the voting instruction form in the envelope provided. Many brokerage firms have arranged for Internet or telephonic voting of shares
and provide instructions for using those services on the voting instruction form.
If your shares are held in “street
name,” under certain circumstances your brokerage firm may vote your shares if they don’t receive instructions from you. Brokerage firms have authority to vote their customers’ shares on certain “routine” matters. When a
brokerage firm votes its customers’ shares on routine matters, these shares are also counted for purposes of establishing a quorum to conduct business at the meeting. A brokerage firm cannot vote its customer’s shares on non-routine
matters. Accordingly, these shares are not counted as votes against a non-routine matter, but rather not counted at all for these matters. Proposal 2, the election of directors, proposal 3, an advisory vote on the compensation of named executive
officers, and proposal 4, a proposal to increase then number of authorized shares of common stock, are considered non-routine matters. We encourage you to provide instructions to your brokerage firm as to how your proxy should be voted. This ensures
your shares will be voted at the Annual Meeting.
Who can attend our Annual Meeting?
Holders of record of our common stock and our preferred stock are entitled to attend the Annual Meeting. If you own common stock of record,
you may attend the Annual Meeting and vote in person, regardless of whether you have previously voted by Proxy. If you own common stock through a brokerage account, you may attend the Annual Meeting, but in order to vote your shares at the Annual
Meeting, you must obtain a “legal proxy” from the brokerage firm that holds your shares. You should contact your brokerage account representative to learn how to obtain a legal proxy. We encourage you to vote your shares in advance of the
Annual Meeting by one of the methods described above, even if you plan on attending the Annual Meeting, so we can be sure of having a quorum present. You may change or revoke your proxy at the Annual Meeting in the manner described below even if you
have already voted.
Can I change my vote after I mail my proxy card?
Any shareholder holding common stock of record may revoke a previously granted proxy at any time before it is voted, by delivering to us a
written notice of revocation, or a duly executed proxy card bearing a later date, by voting again either by phone or Internet, or by attending the Annual Meeting and voting in person. Any shareholder holding common stock through a brokerage firm may
change or revoke previously given voting instructions by contacting the brokerage firm, or by obtaining a legal proxy from the brokerage firm and voting in person at the Annual Meeting.
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Who are the largest owners of our stock?
There are no shareholders known to us to be the beneficial owners of 5% or more of the outstanding shares of First Community common stock as
of the record date, other than members of management as disclosed under “Beneficial Stock Ownership Of Directors And Executive Officers” below.
CORPORATE GOVERNANCE
The Securities and Exchange Commission and the
NASDAQ stock market (“NASDAQ”) have regulations and listing requirements that govern the corporate practices of NASDAQ listed companies such as First Community. Our Board of Directors has determined that a majority of our directors (Brad
Bishop, Kenneth Delarbre, Kenneth Faliero, James Macaluso and Robert G. Menke) are independent in accordance with the standards of the Securities and Exchange Commission and NASDAQ.
In determining whether a director is independent under applicable independence requirements, our Board of Directors considers all
transactions and relationships between the director (and any member of his or her immediate family or affiliates) and First Community (and its subsidiaries and affiliates). Our Board of Directors also examines any transactions and relationships
between directors and their affiliates and members of our senior management team and any member of their immediate family or affiliates. There were no such transactions or relationships known to the Board of Directors, other than loans from First
Community Bank as described below under “Certain Transactions.” Since banking is a significant portion of our business, our Board of Directors determined that a director’s independence is not affected where there is a permissible loan
between a subsidiary bank and the director, and that loan is performing in accordance with its contractual terms and has not been adversely classified or specially mentioned by any bank examiners.
Our Board separates the roles of Chairman and Chief Executive Officer. The Board of Directors plays an active role in the overall governance
of First Community through monthly board meetings and various committee meetings. Directors also participate on internal bank committees, i.e., the Bank’s IT Committee, Special Assets Committee and Loan Committee.
While the Board provides overall governance, senior management oversees the day-to-day risk management responsibilities with on-going risk
assessments conducted on all major functions. The written results of these risk assessments are reported directly to the Audit Committee and/or the Board of Directors. The Board is comfortable with its and management’s roles in monitoring risk
oversight.
Shareholders may send communications to the Board of Directors to our corporate offices, in care of the individual
director, or send communications via the “Contact Us” tab on the First Community Bank’s web site at
www.fcbfl.com
. Communications addressed to directors are sent to the Corporate Secretary who forwards the communication to the
appropriate director.
The Board of Directors expects all directors to attend all shareholder meetings. Seven of the eight
current directors attended the 2009 Annual Meeting of Shareholders.
BOARD AND COMMITTEES
Our Board of Directors is currently comprised of Brad Bishop, Kenneth P. Cherven, Kenneth Delarbre, Kenneth Faliero, James Macaluso, David
K. Meehan, Robert G. Menke and Robert M. Menke, each of whom has been nominated to stand for reelection at the Annual Meeting. Our Bylaws require that the Board of Directors consist of not less than one nor more than fifteen members, each of whom is
elected for a one-year term and serves until his or her successor is elected and installed. Our Bylaws also provide that our shareholders shall determine at the Annual Meeting the number of board seats for the ensuing year. See Proposal 1 - Setting
The Number Of Board Seats For The Ensuing Year To Nine” below.
First Community’s Board of Directors has five
standing committees: the Audit Committee, Compensation Committee, Nominating Committee, Executive Committee, and the Corporate Governance Committee. The Board of Directors meets monthly. No director attended fewer than 75% of the Board and Committee
Meetings in which he was eligible to participate in 2009. Directors receive $600 per meeting, with no additional fee paid to the Chairman. Committee members are compensated $300 per Board Committee meeting attended except for the Audit Committee.
Members of the Audit Committee receive $600 per meeting attended, with the Chairman receiving $800 per meeting. Chief Executive Officer and President Kenneth P. Cherven does not receive any fees for his service on the Board or any Committee.
The Board of Directors of our subsidiary, First Community Bank of America (“First Community Bank”), is divided into
two committees:
Asset/Liability and the Loan Committee
. All members of First Community Bank’s Board of Directors serve on the Loan Committee. Members of the Asset/Liability Committee receive $300 per meeting attended, and Members of the
Board receive $150 per Loan Committee meeting attended. No additional fees are paid to their respective Chairmen.
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Board members of First Community Bank receive $600 per meeting attended, with the Chairman
receiving $800 per meeting. The Bank also has Regional Boards for its Pinellas County, Pasco County, Hillsborough County and Charlotte County markets. Regional Board members receive $300 per meeting, with no additional fees paid to their respective
Chairmen. Regional Board members for Pasco County received no fees in 2009.
The composition of and number of meetings held by
each committee of First Community in 2009 is reflected in the following table:
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Board Member
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Audit
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Nominating
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Executive
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Corporate
Governance
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Compensation
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Kenneth P. Cherven
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Brad Bishop
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X
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Kenneth Delarbre
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Chair
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Chair
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Kenneth F. Faliero
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X
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James Macaluso
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Chair
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David K. Meehan
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Chair
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Robert G. Menke
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Robert M. Menke
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Chair
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Meetings in 2009
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0
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The Board Committees
were established in 2003, following our listing on the NASDAQ SmallCap market, now known as the NASDAQ Capital Market. The Board Committees and their responsibilities are as follows:
The Audit Committee
serves as an independent and objective party to monitor First Community’s financial reporting process
and internal control system. The Committee’s responsibilities, which are discussed in detail in its charter, include, among other things, the appointment, compensation, and oversight of the work of First Community’s independent auditing
firm, as well as reviewing the independence, qualifications, and activities of the auditing firm. First Community’s independent auditing firm reports directly to the Committee. The Committee’s charter was amended and restated in March
2010. A copy is attached to this proxy statement as Appendix 1. The composition of the Audit Committee was examined during the year by the Board of Directors in light of the NASDAQ and Securities Exchange Commission rules requiring that all members
of the Audit Committee be “independent directors”. Based upon this examination, the Board determined that all of the members of our Audit Committee qualify as “independent directors” within the meaning of these rules. Director
Kenneth Delarbre, a CPA with extensive bank management and auditing experience, has the requisite financial expertise to qualify as an “audit committee financial expert” as defined by Securities Exchange Commission Rules. Accordingly, the
Board has designated him as the “audit committee financial expert.”
The Nominating Committee
meets as
needed and is responsible for recommending the number of directors to serve for the ensuing period, recommending the number of directors to be elected by the shareholders, and for selecting nominees for consideration by the full Board to stand for
election at the annual meetings of shareholders and to fill vacancies between annual meetings. The Nominating Committee’s responsibilities are outlined in its charter, which was amended and restated in March 2010, a copy of which is attached to
this proxy statement as Appendix 2. The members are “independent” under the listing standards contained in the NASDAQ rules. First Community does not have any specific procedures or policies for considering shareholder nominations, but
will consider shareholder nominations on a case-by-case basis. The Board of Directors believes that, as a community bank holding company, qualified directors may be identified by directors, officers, employees and shareholders, and intends to
evaluate each qualified nominee individually, based upon his or her experience and qualifications, regardless of the source of the recommendation of such person as a nominee.
The Executive Committee
meets as needed and has all the authority of the Board of Directors when the Board of Directors is not
in session, except as specially limited by the Board or the Florida law. The Executive Committee does not operate pursuant to a charter.
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The Corporate Governance Committee
meets at least annually and is responsible
for monitoring and overseeing compliance with NASDAQ’s Corporate Governance rules, recommending to the Board corporate governance guidelines, and overseeing education programs for the Board. The Corporate Governance Committee’s
responsibilities are outlined in its charter, which was amended and restated in March 2010, a copy of which is attached to this proxy statement as Appendix 3.
The Compensation Committee
reviews and serves with regard to compensation and personnel policies, programs and plans, including management development and succession, and considers and
approves executive compensation and employee benefit programs. The members are “independent” under the listing standards contained in the NASDAQ rules. The Compensation Committee’s responsibilities are outlined in its charter, which
was amended and restated in March 2010, a copy of which is attached to this proxy statement as Appendix 4.
REPORT OF THE
AUDIT COMMITTEE
The audit functions of the Audit Committee are primarily focused on three areas:
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The adequacy of the internal controls and financial reporting process of First Community and First Community Bank (collectively the
“Company”) and the reliability of First Community financial statements.
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The performance of First Community’s internal auditors and the independence and performance of First Community independent auditors.
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First Community’s compliance with legal and regulatory requirements.
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The Audit Committee is responsible for the appointment, compensation, and oversight of the work of First Community’s independent
auditing firm, as well as reviewing the independence, qualifications, and activities of the auditing firm. First Community’s independent auditing firm reports directly to the Committee.
The Audit Committee meets regularly with the independent auditors without the presence of management. The Audit Committee met with
management periodically to consider the adequacy of First Community internal controls and the objectivity of their financial reporting. The Audit Committee discussed these matters with First Community’s independent auditors and with appropriate
Company financial personnel.
Management has primary responsibility for First Community financial statements and the overall
reporting process, including the system of internal controls. The independent auditors audit the annual financial statements prepared by management, express an opinion as to whether those financial statements fairly present the financial position,
results of operations and cash flows of First Community in conformity with accounting principles generally accepted in the United States. The independent auditors discuss any issues they believe should be brought to the Audit Committee’s
attention.
This year, the Audit Committee reviewed First Community’s audited financial statements as of and for the
fiscal year ended December 31, 2009, and met with both management and First Community’s independent auditors to discuss those financial statements. Management has represented that the financial statements were prepared in accordance with
accounting principles generally accepted in the United States.
The Audit Committee has received from and discussed with its
independent auditors, Hacker, Johnson & Smith, P.A., the written disclosure and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with
the audit committee concerning independence. These items relate to that firm’s independence from First Community. The Audit Committee also discussed with Hacker, Johnson & Smith, P.A. any matters required to be discussed by Statement
on Auditing Standards No. 61. (Communication with Audit Committees).
Based on these reviews and discussions, the Audit
Committee submitted its report and recommended to the Board that First Community’s audited financial statements be included in First Community’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009.
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Audit Committee
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Kenneth Delarbre
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Brad Bishop
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Kenneth Faliero
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James Macaluso
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PROPOSAL 1 - SETTING THE NUMBER OF BOARD SEATS FOR THE ENSUING
YEAR TO NINE
Our Bylaws require that the Board of Directors consist of not less than one nor more than fifteen members. The Board of Directors is
presently comprised of eight members all of whom have been nominated by the Board to stand for reelection
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at the Annual Meeting. Directors are each elected for a one-year term and serve until their successors are elected and installed. Our Bylaws also provide that our shareholders shall determine at
the Annual Meeting the number of directorships for the ensuing year and that such number may be greater than the actual number of directors to be elected at the Annual Meeting. Any vacancies thus created may be filled during the year by the Board of
Directors at their discretion, to hold office until the next Annual Meeting of shareholders.
The Board of Directors believes
that the current regulatory and business climate requires additional flexibility in order to take advantage of qualified independent individuals who may become interested and available to serve on our Board of Directors. The NASDAQ rules regarding
the establishment of a number of Board Committees and the independence rules of the Securities and Exchange Commission, as well as NASDAQ, from a practical standpoint, dictate that the First Community Board be somewhat larger than its current eight
members. The Board of Directors believes that nine to eleven directors would be an effective number but, at the present time, has not identified qualified individuals to add to the board.
The appointment of an additional director to the Board of Directors during the ensuing year would be entirely in the discretion of the
current Board. They would have the ability to appoint a person for whom you or the other shareholders might not otherwise have voted. Shareholders will, however, have the opportunity to vote on any new director appointed to the Board at the next
annual meeting should they be re-nominated.
The Board of Directors has carefully considered the potential adverse effects of
this proposal, and has unanimously concluded that any such risk is substantially outweighed by the increased flexibility and competitive advantage which the proposal will afford First Community and its shareholders.
The Board of Directors Recommends that the Shareholders
Vote “For” Setting the Number of Board Seats for the Ensuing Year to Nine.
PROPOSAL 2 - ELECTION OF DIRECTORS
The eight nominees named herein have
indicated that they are willing to stand for election and to serve as directors if elected. Should a director nominee become unable or unwilling to serve, proxies will be voted for the election of such other person as the Board of Directors may
choose to nominate. To the best of our knowledge, no director nominee is being proposed for election pursuant to any agreement between that person and any other person.
Information relating to the business experience and age of each director nominee is set forth in the table on the following pages. We have also included the same information for non-director executive
officers.
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Nominee
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Age
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Business Experience
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Brad Bishop
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67
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Mr. Bishop has served as a Director of First Community and as a Director of First Community Bank since April 2005, and serves as Chairman of the Bank’s Charlotte County Region.
Mr. Bishop is originally from Shelbyville, Indiana and has been a resident of Charlotte County and Southwest Florida since 1960. Mr. Bishop graduated from Florida State University. Mr. Bishop brings to our Board 26 years of experience in
the banking business, including 16 years as CEO and President of the Port Charlotte Bank and Trust Company which became the SunTrust Bank of Charlotte County. He has been active in the Florida Bankers Association, Bank Administration Institute, and
the American Bankers Association, as well as many local charities and civic organizations. Mr. Bishop has been with RE/Max Harbor Realty since 1995 as a Commercial Realtor, where he has remained active in both commercial and residential sales.
He holds a Florida General Contractors license and is currently a partner of the new professional center called Central Park that is located in Port Charlotte. He also is a partner in the Riverside RV Resort and Campground which is located on the
Peace River. Mr. Bishop’s real estate knowledge is invaluable to our Board in effectively evaluating real estate market conditions and trends.
|
|
|
|
|
|
Kenneth P. Cherven
|
|
50
|
|
Mr. Cherven is Chief Executive Officer and President, and Director of First Community and is Chief Executive Officer and Director of First Community Bank. He has been a Director of
First Community and a Director of First Community Bank since July 2000. Mr. Cherven also serves as an Advisory
|
- 6 -
|
|
|
|
|
|
|
Nominee
|
|
Age
|
|
Business Experience
|
|
|
|
|
|
Director of the Pinellas, Pasco, Charlotte and Hillsborough County Regions. Mr. Cherven has been our Chief Executive Officer and President since July 2000, but has been in
banking in Florida since 1981. Mr. Cherven has served as Chief Executive Officer and President of two local and regional banks – first at Gulf Bank where he served from 1989 to 1993 and then at Premier Community Bank, where he served from
1994 to 1999. Mr. Cherven has a MBA degree in Business from the University of Tampa and a Bachelor’s degree in Finance from Florida Southern College. Mr. Cherven is Past Chairman of the Foundation Board of St. Petersburg College, and
currently serves on the College’s Advisory Board for the Banking Program, which he was instrumental in establishing. Mr. Cherven was named 2008 Banker of the Year by the Florida Bankers Association. Mr. Cherven provides the Board with
information gained from hands-on management, identifying our near-term and long-term challenges and opportunities. He was selected to serve as a Director on our Board due to his depth of banking knowledge and extensive management and leadership
skills.
|
|
|
|
|
|
Kenneth Delarbre
|
|
67
|
|
Mr. Delarbre has served as a Director of First Community Bank since November 2004 and as a Director of First Community since April 2005. He is a Certified Public Accountant,
initially with the Florida-based firm of Morrison & Delarbre, P.A., in Tampa/Clearwater from 1971 to 1995, and since then has been with Kenneth Delarbre & Company, P.A., where he is the managing shareholder of the Clearwater,
Florida office. He is a member of the American Institute of Certified Public Accountants (AICPA) and the Florida Institute of Certified Public Accountants (FICPA). Mr. Delarbre has been in banking in Florida since 1988, serving as Chairman of
the Board and Chief Executive Officer of Gulf Bank from 1989 to 1993; as a Director of SouthTrust Bank, N.A. from 1993 to 1999; as an advisory Director of Florida Bank, N.A. from early 2000 to January 2003; as a Director and member of the Audit
Committee of Florida Bank, N.A. from February 2003 to December 2003; and as a Director and member of the Audit Committee of Florida Bank, Inc. (the holding company) from January 2004 to July 2004 when the Florida Bank, Inc. was sold to the South
Financial Group in South Carolina. Mr. Delarbre was selected to serve as a Director on our Board due to his extensive financial and banking experience. Mr. Delarbre qualifies as an “audit committee financial expert” under SEC guidelines.
|
|
|
|
|
|
Kenneth F. Faliero
|
|
69
|
|
Mr. Faliero has served as a Director of First Community and as a Director of First Community Bank since July 2007. He is also Chairman of the Bank’s Hillsborough County Region.
Mr. Faliero brings to our Board over 45 years experience in the banking industry; with expertise on the credit side. He has been in banking in Florida since 1978 having served as Executive Vice President and Chief Operating Officer for Exchange
Bank from 1978 to 1983, when the bank was sold to NCNB and Mr. Faliero served as Executive Vice President and Regional Executive for West Florida from 1983 to 1984. Mr. Faliero was Executive Vice President and Regional Executive for
Central Florida with Florida National Bank from 1984 to 1988, and served as Executive Vice President and Chief Credit Officer for SouthTrust Bank from 1988 until his retirement in 2005.
|
|
|
|
|
|
James Macaluso
|
|
66
|
|
Mr. Macaluso has served as a Director of First Community and as a Director of First Community Bank since January 1999. He is also a Director and Chairman of the Bank’s Pinellas
County Region. Since 1991, Mr. Macaluso has been an accountant and President of Macaluso & Company, P.A., in St. Petersburg, Florida. Mr. Macaluso is a former member of the Board of Directors of Marine Bank of St. Petersburg,
Florida, where he served for 12 years. At Marine Bank he also served as Chairman of the Audit Committee. Mr. Macaluso is a 1970 graduate of the University of South Florida where he was a member of the Gold Key Honor Society and a member of the
Honor Society of Phi Kappa Phi. Mr. Macaluso was selected to serve as a Director on our Board due to his banking experience and extensive background in public accounting, specializing in tax.
|
- 7 -
|
|
|
|
|
|
|
Nominee
|
|
Age
|
|
Business Experience
|
|
|
|
|
|
David K. Meehan
|
|
62
|
|
Mr. Meehan is a Director and Vice Chairman of First Community and a Director and Vice Chairman of First Community Bank. He has served in these positions since June 1995.
Mr. Meehan is also Chairman of the Bank’s Pasco County Region. He joined the organizers of Bankers Insurance Group, Inc. in 1976 as Corporate Secretary and was appointed its President in 1979. He is currently President of Bankers Financial
Corporation, and Chairman of the Board and President of Bankers Insurance Company, First Community Insurance Company, and Bankers Life Insurance Company. In 1999, Mr. Meehan was appointed by Florida Governor Jeb Bush as Commissioner of the
Florida Fish and Wildlife Conservation Commission. He was reappointed by the Governor in July 2002 to serve another 5-year term. Mr. Meehan has served on the Boards of Governors of the Florida Joint Underwriting Association, the Florida
Insurance Council, the Florida Property and Casualty Joint Underwriting Association, Insurance Management Solution Group, Inc. and the Florida Residential Property and Casualty Joint Underwriting Association. Mr. Meehan is also a member of the
Florida State University Alumni and Advisory Board, past Marketing Committee Chairman for the National Flood Insurance program, and past Chairman and President of the Florida Association of Domestic Insurance Companies. Mr. Meehan brings to our
Board more than 35 years of management experience with valuable insights gained in developing customer relationships, ethical practices, and business processes.
|
|
|
|
|
|
|
|
|
Robert G. Menke
|
|
47
|
|
Mr. Menke has served as a Director of First Community and as a Director of First Community Bank since April 2000. Mr. Menke is the son of Robert M. Menke, our Chairman. He is
currently President and co-owner of Riscserv, LLC, an insurance outsourcing and software provider. Prior to that, from 1985 to 2002, Mr. Menke was with Bankers Financial Corporation, where he held many titles including Chief Executive Officer
and President of P&C Companies. Mr. Menke has an MBA from the University of South Florida. Mr. Menke brings to our Board his management experience that equips him to contribute to the Board’s oversight of business processes and
technology initiatives.
|
|
|
|
|
|
Robert M. Menke
|
|
76
|
|
Mr. Menke is Chairman of the Board of First Community and is Chairman of the Board of First Community Bank. He has served in these positions since June 1995. Mr. Menke founded
Bankers Insurance Group in 1976 and has been its Chairman of the Board since inception. Mr. Menke brings to our Board his insights as a principal owner of a corporate parent to a diverse array of enterprises, with duties in financial management,
sales and marketing, risk management and relationship development. Mr. Menke was honored as “Insurance Man of the Year” in 1986 by the Florida Association of Domestic Insurance Companies. Mr. Menke is also a member of the
Property & Casualty Insurance Association of America. He is currently a director of Bankers Financial Corporation, Bankers Specialty Insurance Company, First Community Insurance Company, Bankers Life Insurance Company and Bankers Insurance
Company.
|
The Board of Directors Recommends that the Shareholders
Vote “For” the Election of the Eight Director Nominees.
Non-Director Executive Officers of First Community
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Business Experience
|
|
Stan B. McClelland
|
|
58
|
|
Mr. McClelland is Chief Financial Officer for First Community. He joined First Community Bank in August 2006 as Chief Financial Officer, and was appointed Chief Financial Officer of
First Community in January 2007. From 1998 to August 2006, Mr. McClelland was with Certegy Payment Services as Director of Cost Development, Pricing and Finance. Prior to that he served 19 years as Finance Officer with Barnett Bank, Inc. and
the former NCNB National Bank n/k/a Bank of America. Mr. McClelland has a Bachelor’s degree in Business Management from North Carolina State University.
|
- 8 -
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Business Experience
|
|
|
|
|
|
Scott C. Boyle
|
|
55
|
|
Mr. Boyle is Regional President of Pinellas County. Mr. Boyle has served in that capacity since
|
|
|
|
|
|
January 1999. Mr. Boyle has worked in banking in Florida since 1977. From June 1990 to January 1999, Mr. Boyle was with First Central Bank in St. Petersburg, Florida,
as Senior Vice President-Commercial Lending. Mr. Boyle has a Bachelor’s degree in Business and Finance from the University of Florida and is a graduate of the School of Banking of the South at LSU. Mr. Boyle is past President of the
Kiwanis Club of St. Petersburg, is an active member of the St. Petersburg Chamber of Commerce, volunteers as a mentor in the Pinellas County school system and Big Brothers/Big Sisters of Tampa Bay, and serves as a Director of Neighborhood Lending
Partners of West Florida, Inc., a lending consortium providing low-moderate income housing units throughout Florida.
|
|
|
|
|
|
Ralph W. Cumbee
|
|
53
|
|
Mr. Cumbee is Regional President of Pasco County. He has served in that capacity since June 2006. Mr. Cumbee has worked in banking since 1987. From December 1993 to June
2006, Mr. Cumbee was with the First National Bank of Pasco as Executive Vice President and Chief Lending Officer. Mr. Cumbee has a Bachelor’s degree in Finance from the University of South Florida, and is a graduate of the Graduate
School of Banking of the South at LSU. He also holds a Professional Masters of Banking from the Executive Banking Institute. Mr. Cumbee is a Board member of Workforce Housing Ventures, a non-profit focused on providing affordable housing, and
serves as Vice-Chair. He is also the Scout Master of Troop 402 and is active in the Dade City Rotary Club, and Dade City Chamber of Commerce.
|
|
|
|
|
|
Ronald R. Monck
|
|
58
|
|
Mr. Monck is Regional President of Charlotte County. He joined First Community Bank in January 2008 as Senior Vice President and was appointed Regional President in January 2009.
Mr. Monck has worked in banking since 1972. From 1983 to 1998, Mr. Monck served in several management positions with Barnett Bank. From 1998 to January 2008, he served as Senior Vice President/Punta Gorda Executive with Charlotte State Bank. Mr.
Monck attended Lake Superior State College in Michigan, and is a graduate of the Northern Michigan University School of Banking and the American Bankers Association National Commercial Lending School. Mr. Monck is active in the Punta Gorda Chamber
of Commerce and serves as Chairman of the Charlotte Community Foundation.
|
|
|
|
|
|
Clifton E. Tufts
|
|
49
|
|
Mr. Tufts is Executive Vice President and has served in that position since February 2003. From 1998 to February 2003, he served as Senior Vice President and then Executive Vice
President of Premier Community Bank of Florida. Mr. Tufts also served as Head of the Association Services Division for Premier’s holding company, P.C.B. Bancorp, Inc. Mr. Tufts is a graduate of Stetson University and has a BBA degree
in Accounting. He is a Certified Public Accountant in the State of Florida and is a graduate of both the Florida School of Banking and the Graduate School of Banking at LSU.
|
BENEFICIAL STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table contains information regarding the only persons known to us to be the beneficial owners of five percent or more of the outstanding shares of the common stock of First Community as of
the record date, as well as information regarding the beneficial ownership of each class of the equity securities of First Community by each of our directors, each executive officer named in the Summary Compensation Table, and by all directors and
executive officers of First Community as a group.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directors and Executive Officers
|
|
Number of Series
B Convertible
Preferred Shares
Beneficially
Owned
(1)
|
|
|
% of
Outstanding
Series B
Convertible
Preferred
Shares
Beneficially
Owned
(1)
|
|
|
Number of
Common Shares
Beneficially
Owned
(2)
|
|
|
Number of
Common Shares
Subject to
Stock
Options That May
Be Acquired Within
60 Days
|
|
% of
Outstanding
Common
Shares
Beneficially
Owned
(1)(3)
|
|
|
Brad Bishop
|
|
7,500
|
(4)
|
|
2.39
|
%
|
|
42,212
|
(4)
|
|
0
|
|
2.12
|
%
|
|
Scott C. Boyle
|
|
600
|
(5)
|
|
*
|
|
|
69,681
|
(5)
|
|
0
|
|
1.39
|
%
|
|
Kenneth P. Cherven
|
|
1,500
|
|
|
*
|
|
|
86,866
|
|
|
90,958
|
|
3.47
|
%
|
|
Ralph W. Cumbee
|
|
3,000
|
(6)
|
|
*
|
|
|
15,121
|
(6)
|
|
8,400
|
|
*
|
|
|
Kenneth Delarbre
|
|
3,000
|
|
|
*
|
|
|
52,495
|
|
|
0
|
|
1.50
|
%
|
|
Kenneth Faliero
|
|
600
|
|
|
*
|
|
|
4,499
|
|
|
0
|
|
*
|
|
|
James Macaluso
|
|
0
|
(7)
|
|
|
|
|
114,415
|
(7)
|
|
0
|
|
2.10
|
%
|
|
Stan B. McClelland
|
|
750
|
|
|
*
|
|
|
4,724
|
|
|
8,400
|
|
*
|
|
|
David K. Meehan
|
|
1,500
|
(8)
|
|
*
|
|
|
22,576
|
(8)
|
|
0
|
|
*
|
|
|
Robert G. Menke
|
|
1,309
|
|
|
*
|
|
|
14,508
|
|
|
0
|
|
*
|
|
|
Robert M. Menke
|
|
192,418
|
(9)
|
|
61.38
|
%
|
|
2,425,514
|
(9)
|
|
0
|
|
58.93
|
%
|
|
Ronald R. Monck
|
|
30
|
|
|
*
|
|
|
205
|
|
|
2,000
|
|
*
|
|
|
Clifton E. Tufts
|
|
0
|
|
|
|
|
|
23,768
|
(10)
|
|
51,779
|
|
1.37
|
%
|
|
|
|
|
|
|
|
|
All officers and directors as a group (13 persons)
|
|
212,207
|
|
|
67.69
|
%
|
|
2,876,584
|
|
|
161,537
|
|
66.66
|
%
|
- 9 -
|
(1)
|
Under the rules of
the Securities Exchange Commission, the determinations of “beneficial ownership” is defined under Rule 13d-3 of the Securities Exchange Act of 1934, which provides that shares will be deemed to be “beneficially owned” where a
person has, either solely or in conjunction with others, the power to vote or to direct the voting of shares and/or the power to dispose, or to direct the disposition of shares, or where a person has the right to acquire any such power within 60
days after the date such beneficial ownership is determined. Shares of our common stock that a beneficial owner has the right to acquire within 60 days under the exercise of the options or conversion of Series B Convertible Preferred Stock are
deemed to be outstanding for the purpose of computing the percentage ownership of such owner, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.
|
|
(2)
|
Does not include shares of common stock into which the Series B Convertible Preferred Stock may be converted (the current conversion rate is ten
(10) shares of common stock for each share of preferred stock) or shares of common stock that may be acquired by exercising stock options exercisable within 60 days.
|
|
(3)
|
Includes both the
shares of common stock into which the Series B Convertible Preferred Stock may be converted (the current conversion rate is ten (10) shares of common stock for each share of preferred stock), and shares of common stock that may be acquired by
exercising stock options exercisable within 60 days.
|
|
(4)
|
Mr. Bishop’s shares include 1,500 Series B preferred shares and 9,398 common shares held by his spouse.
|
|
(5)
|
Includes 787
common shares controlled by Mr. Boyle for his son.
|
|
(6)
|
Of
Mr. Cumbee’s holdings, 1,800 Series B preferred shares and 7,497 common shares are owned by The Ralph Waldo Cumbee Trust. Mr. Cumbee serves as Trustee for the Trust.
|
|
(7)
|
Of
Mr. Macaluso’s holdings, 26,353 common shares are owned by the W.J. Trust. Mr. Macaluso serves as Trustee for the Trust. His Family Trusts hold an additional 68,050 of the common shares included above.
|
|
(8)
|
Of
Mr. Meehan’s shares 1,500 Series B preferred shares and 18,498 common shares are in the name of his spouse.
|
|
(9)
|
Includes the
following shares controlled by Mr. Menke: 20,671 common shares in Bankers Insurance Group, Inc.; 366,923 common shares in Bankers Insurance Company; 53,260 common shares in Bankers Specialty Insurance Co.; 180,018 Series B preferred shares and
856,890 common shares in First Community Insurance Co.; 24,395 common shares in G.D. van Wagenen Financial Services, Inc.; 10,500 common shares in Bonded Builders Home Warranty Assoc. of Texas; 2,625 common shares in Bonded Builders Home Warranty
Assoc. of N.C.; 35,060 common shares in Bonded Builders Service Corp.; 810,861 common shares controlled by Mr. Menke in First Community Financial Corporation, which is wholly-owned by Mr. Menke; and 400 Series B preferred shares and 1,666
common shares held by his children.
|
|
(10)
|
Includes 3,307
common shares held by Mr. Tufts’ spouse and 945 common shares held by his children.
|
EXECUTIVE
COMPENSATION
Executive Compensation Conditions For Participation in Capital Purchase Program
On October 14, 2008, the U.S. Department of Treasury (“Treasury”) announced a program under the Emergency Economic
Stabilization Act of 2008 (“EESA”). Pursuant to this program, Treasury would make preferred stock investments in participating financial institutions (the “Capital Purchase Program” or “CPP”). On February 17, 2009,
President Obama signed into law the America Reinvestment and Recovery Act of 2009 (“ARRA”) which amended EESA, thereby revising certain compensation and governance restrictions in EESA applicable to CPP participants. Treasury has also
issued regulations implementing various provisions of EESA, as amended by ARRA. Throughout this Proxy Statement, we refer to EESA to mean EESA as amended by ARRA and as implemented pursuant to regulations issued by Treasury.
First Community participated in the Capital Purchase Program by selling preferred stock and related common stock purchase warrants to
Treasury. As a result of its participation in the CPP, First Community became subject to the compensation and governance restrictions implemented by EESA, which apply to our Senior Executive Officers (“SEOs”) and other highly paid
employees. A discussion of the compensation and governance restrictions follows below.
Risk Review
: EESA
prohibits First Community from providing incentive compensation arrangements that encourage its SEOs to take unnecessary and excessive risks that threaten the value of the financial institution or that would encourage manipulation of the reported
earnings in order to enhance the compensation of any of its employees. EESA requires the Compensation Committee to meet with First Community’s senior risk officer at least semiannually to evaluate and assess the risks posed by employee
compensation plans and to certify that such plans do not encourage: (i) the SEOs to take unnecessary and excessive risks that threaten the value of First Community; and (ii) manipulation of the reported earnings in order to enhance the
compensation of any of First Community’s employees.
- 10 -
Bonuses and Incentive Compensation
: EESA prohibits the payment of any
“bonus, retention award, or incentive compensation” to First Community’s most highly-compensated employee. The prohibition includes several limited exceptions, including payments under enforceable agreements that were in existence as
of February 11, 2009 and limited amounts of “long-term restricted stock.”
Golden Parachutes
:
EESA prohibits any severance payment to an SEO or any of the next five most highly-compensated employees upon termination of employment for any reason. EESA provides an exception for amounts that were earned or accrued prior to termination, such as
normal retirement benefits.
Clawbacks
: EESA requires First Community to recover any bonus or other incentive
payment paid to an SEO or any of the next 20 most highly compensated employees on the basis of materially inaccurate financial or other performance criteria.
Limit on Tax Deduction
: For years in which the Treasury owns our preferred stock, First Community may not claim a deduction for compensation paid to a SEO in excess of the $500,000
compensation deduction limit of Section 162(m)(5) of the Internal Revenue Code, including certain performance-based pay previously excluded.
Policy on Luxury Expenditures
: EESA required First Community to enact policy regarding excessive or luxury expenditures, which policy covers expenditures on entertainment, events, office and
facility renovations, air and other travel and other activities or events that are not reasonable expenditures for staff development, reasonable performance incentives or other similar measures conducted in the normal course of business.
Shareholder “Say-on-Pay” Vote Required
: EESA requires First Community to include a non-binding shareholder vote
to approve the compensation of executives as disclosed in this proxy statement.
Executive Certifications
: EESA
requires First Community’s CEO and CFO to provide a written certification of compliance with the executive compensation restrictions under EESA in its annual report on Form 10-K filed with the Securities and Exchange Commission.
As a condition to the closing of the CPP transaction, each of Kenneth P. Cherven, our Chief Executive Officer, Stan B. McClelland, our Chief
Financial Officer, Scott C. Boyle, our Regional President – Pinellas County, Michael J. Bullerdick, our former Regional President – Charlotte County, and Clifton E. Tufts, our Executive Vice President: (a) executed a waiver
voluntarily waiving any claim against the Treasury or First Community for any changes to such officer’s compensation or benefits that are required to comply with the regulations issued by the Treasury under the CPP and acknowledging that the
regulation may require modification of the compensation arrangements and agreements (including so-called “golden parachute” agreements) as they relate to the period the Treasury holds any securities of First Community acquired through the
CPP; and (b) entered into a Capital Purchase Program Compliance Agreement with First Community so amending such compensation arrangements and agreements.
The following table shows compensation information regarding Kenneth P. Cherven, Scott C. Boyle, Ralph W. Cumbee, Stan B. McClelland, and Clifton E. Tufts. These five officers are referred to as the
“named executive officers,” or “NEOs,” in this proxy statement. No other executive officer received compensation at a level required to be reported herein by Securities and Exchange Commission regulations.
2009 SUMMARY COMPENSATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and Principal Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
All Other
Compensation
($)
|
|
|
Total
($)
|
|
|
|
|
|
|
|
|
Kenneth P. Cherven
President & CEO
|
|
2009
2008
|
|
204,935
200,916
|
|
0
0
|
|
165,688
164,468
|
(1)
(1)
|
|
370,623
365,384
|
|
|
|
|
|
|
|
|
Scott C. Boyle
Regional President
Pinellas County
|
|
2009
2008
|
|
153,701
150,687
|
|
0
0
|
|
6,877
6,840
|
(2)
(2)
|
|
160,578
157,527
|
|
|
|
|
|
|
|
|
Ralph W. Cumbee
Regional President
Pasco County
|
|
2009
2008
|
|
125,652
123,188
|
|
0
0
|
|
1,156
1,156
|
|
|
126,808
124,344
|
|
|
|
|
|
|
|
|
Stan B. McClelland
Chief Financial Officer
|
|
2009
2008
|
|
112,445
110,240
|
|
0
0
|
|
0
0
|
|
|
112,445
110,240
|
|
|
|
|
|
|
|
|
Clifton E. Tufts
Executive Vice President
|
|
2009
2008
|
|
145,937
143,075
|
|
0
0
|
|
5,000
5,000
|
(3)
(3)
|
|
150,937
148,075
|
- 11 -
|
(1)
|
Includes $148,000
and $148,000 accrued under the SERP, $7,200 and $7,200 for an automobile allowance, $1,284 and $1,862 for club membership dues, and $7,984 and $8,626 for hospital benefits and life insurance in 2008 and 2009, respectively.
|
|
(2)
|
Includes $1,840
and $1,877 for club membership dues, and $5,000 and $5,000 for a leased automobile in 2008 and 2009, respectively.
|
|
(3)
|
$5,000 for a
leased automobile.
|
The following table provides information on the holdings of stock option awards by the
NEOs at December 31, 2009. The table includes both exercisable and unexercisable options together with the exercise price and the expiration date.
2009 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Market Value
of Shares
of
Units
of Stock
That
Have Not
Vested
($)
|
|
Kenneth P. Cherven
|
|
24,806
|
|
—
|
|
$
|
4.84
|
|
1/1/2010
|
|
—
|
|
President & CEO
|
|
24,806
|
|
—
|
|
$
|
4.84
|
|
1/1/2011
|
|
—
|
|
|
|
24,806
|
|
—
|
|
$
|
4.84
|
|
1/1/2012
|
|
—
|
|
|
|
20,673
|
|
—
|
|
$
|
4.84
|
|
1/1/2013
|
|
—
|
|
|
|
20,673
|
|
—
|
|
$
|
4.84
|
|
1/1/2014
|
|
—
|
|
|
|
|
|
|
|
|
Scott C. Boyle
|
|
15,505
|
|
—
|
|
$
|
4.84
|
|
1/1/2010
|
|
—
|
|
Regional President
|
|
|
|
|
|
|
|
|
|
|
|
|
Pinellas County
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ralph W. Cumbee
|
|
10,500
|
|
2,100
|
|
$
|
19.19
|
|
7/17/2016
|
|
—
|
|
Regional President
|
|
|
|
|
|
|
|
|
|
|
|
|
Pasco County
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clifton E. Tufts
|
|
4,135
|
|
—
|
|
$
|
5.80
|
|
2/28/2010
|
|
—
|
|
Executive Vice President
|
|
4,134
|
|
—
|
|
$
|
5.80
|
|
2/28/2011
|
|
—
|
|
|
|
4,135
|
|
—
|
|
$
|
5.80
|
|
2/28/2012
|
|
—
|
|
|
|
4,134
|
|
—
|
|
$
|
5.80
|
|
2/28/2013
|
|
—
|
|
|
|
19,688
|
|
—
|
|
$
|
15.36
|
|
3/28/2011
|
|
—
|
|
|
|
19,688
|
|
—
|
|
$
|
7.85
|
|
12/31/2018
|
|
—
|
|
|
|
|
|
|
|
|
Stan B. McClelland
|
|
10,500
|
|
4,200
|
|
$
|
18.71
|
|
1/22/2017
|
|
—
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
Employment and Other Agreements with Named Executive Officers
Kenneth P. Cherven
Kenneth P. Cherven is the President and Chief Executive Officer of First Community and is also a member of the Board. On November 29, 2004, First Community entered into an amended and restated
employment agreement with Mr. Cherven. Under his employment agreement, Mr. Cherven is to serve as President and Chief Executive Officer and is entitled to receive an annual base salary (currently $204,935), which is subject to annual
review by the Compensation Committee or the Board of Directors. The employment agreement also provides that Mr. Cherven is eligible for an annual incentive bonus and other customary benefits. No bonus was awarded in 2009 . The employment
agreement provided for an initial three-year term, and thereafter is automatically renewed daily. The daily renewals (which automatically terminate on Mr. Cherven’s 65
th
birthday) can be terminated upon either party’s notice to the other to not continue the renewals. The
Compensation Committee or Board of Directors is also required to semi-annually review Mr. Cherven’s performance to determine if the employment agreement renewals should continue.
The employment agreement provides that Mr. Cherven’s employment may be terminated by First Community with or without cause, or by
Mr. Cherven for “good reason” (as defined in the employment agreement), but that in the event of a termination by First Community without cause, or by Mr. Cherven for good reason, Mr. Cherven would be entitled to receive, as
severance, a continuation of his salary for six months, as well as being permitted to participate in any employment benefit plans for one year, or until such time as he is able to participate in a comparable plan provided by another employer. If
Mr. Cherven is terminated for cause, he will not be entitled to any benefits or compensation, other than what has been accrued. Dismissal for cause can be appealed under certain circumstances, within a defined period. Upon receipt of the notice
of the appeal, First Community must submit the matter to arbitration. The decision of the arbitrator is binding on the parties and is non-appealable.
- 12 -
In the event of a “change in control” of First Community (as defined in the
employment agreement), Mr. Cherven will be entitled to terminate his employment and receive a cash payment equal to 2.9 times his then current base salary, to be paid within 10 days after the change in control.
Pursuant to the requirements of EESA, First Community is currently prohibited from making any severance or change in control payments to
Mr. Cherven pursuant to the terms of his employment agreement.
The employment agreement contains customary
confidentiality provisions and a non-competition provision, whereby Mr. Cherven may not, during the period of his employment and for a period of six months after a termination of his employment, become employed, directly or indirectly, whether
as an employee, independent contractor, consultant, or otherwise, with any federally-insured financial institution, financial holding company, bank holding company, or other financial services provider located in Charlotte, Hillsborough, Manatee,
Pasco, Pinellas or Sarasota county, Florida, or in any other county where First Community operates a full-service branch (the “Covered Area”) with any person whose intent it is to organize another such company or entity located in the
Covered Area.
Retirement and Disability Benefits for Kenneth P. Cherven
Retirement and disability benefits are intended both to recognize, over the long term, services rendered to First Community and to keep our
overall pay packages for executives comparable to that of our Markets so that we can attract and retain high quality executive officers. First Community Bank adopted a supplemental executive retirement plan (“SERP”), entitled the First
Community Bank Deferred Compensation Plan (the “Plan”), for Mr. Cherven in 2005, which is self-funded by First Community Bank. The Plan was amended and restated effective as of January 1, 2009, to comply with Internal Revenue
Code Section 409A. Under the terms of the Plan, if Mr. Cherven has a separation from service (as defined in Section 409(A) of the Internal Revenue Code and applicable regulations) with First Community Bank, he will be entitled to
receive a lump sum payment equal to the actuarial present value of an annual income paid to him for the remainder of his life equal to the vested portion of a specified percentage (the “Percentage”) of the aggregate amount of his annual
base salary, bonus and incentive compensation received over the twelve months immediately preceding his last day of full-time employment, excluding any amounts realized from the exercise of qualified or non-qualified stock options or amounts
realized from restricted stock (his “Final Compensation”), based upon the following vesting schedule:
|
|
|
|
|
|
Date Vested
|
|
Percent
|
|
|
Prior to July 1, 2010
|
|
0
|
%
|
|
July 1, 2010
|
|
50
|
%
|
|
July 1, 2011
|
|
55
|
%
|
|
July 1, 2012
|
|
60
|
%
|
|
July 1, 2013
|
|
65
|
%
|
|
July 1, 2014
|
|
70
|
%
|
|
July 1, 2015
|
|
75
|
%
|
|
July 1, 2016
|
|
80
|
%
|
|
July 1, 2017
|
|
85
|
%
|
|
July 1, 2018
|
|
90
|
%
|
|
July 1, 2019
|
|
95
|
%
|
|
On or after October 2, 2019
|
|
100
|
%
|
For purposes
of the Plan, actuarial present value means, with respect to determining the amount of the lump sum payment, an amount determined by using a six and one half percent (6.5%) discount rate and the Age 85 Mortality Table.
Notwithstanding the vesting schedule above, Mr. Cherven will become fully vested upon his total and permanent disability (as defined in
the Plan). Further, if Mr. Cherven’s employment is involuntarily terminated for reasons other than for cause (as defined in the Plan) or he is terminated as a result of a change in control (as defined in the Plan) prior to July 1,
2015, he will be deemed to be 70% vested. If Mr. Cherven’s employment is terminated for cause, his vested percentage will be zero. In the event of his death while employed by First Community Bank, his beneficiary under the Plan will be
entitled to receive 60% of the benefit that Mr. Cherven would have received had he retired on the date of his death.
The
Percentage of his Final Compensation to which such vesting schedule relates will be 60% if his separation from service occurs prior to his reaching the age of 65, and 75% thereafter.
- 13 -
In addition, First Community maintains a 401(k) Plan for its employees. The 401(k) Plan
permits participants to defer additional portions of their salary for retirement. At its discretion, First Community matches a portion of those contributions for executive officers and other eligible participants. The Committee believes it is
appropriate to maintain these additional contributory plans, with the matching feature, to provide an additional incentive for the participants to further provide for their retirement.
Clifton Tufts
In addition to the employment agreement with Mr. Cherven described above, First Community currently has one non-competition agreement with Executive Vice President Clifton Tufts. The agreement with
Mr. Tufts is for the term of his employment with First Community and provides that he may not compete with First Community with respect to lockbox activities for a period of one year following his termination. In the event that
Mr. Tuft’s is terminated for any reason other than just cause or covered illness or disability he will be entitled to receive a severance payment equal to one year’s base salary.
Pursuant to the requirements of EESA, First Community is currently prohibited from making any severance payment to Mr. Tufts pursuant
to the terms of his agreement.
Other Benefits and Perquisites
Our executive officers receive other benefits also available to other employees. For example, we provide executive officers and other
salaried employees with health and disability insurance, vacation pay, and sick pay. First Community currently provides a car allowance to the Chief Executive Officer and provides leases to two other executive officers. Executive officers are
provided with country club memberships (depending upon their position) and reimbursement of “business development expenses.” The executive officers are responsible for reimbursing First Community for any “social expenses”
incurred, except to the extent that they are specifically, directly, and exclusively made in connection with business development dinners and social events with directors, investment bankers and potential bank customers.
BOARD COMPENSATION
During 2009, First Community paid cash fees to its directors, as well as directors of its subsidiaries, for their service on any of our Boards or Board Committees. The following table sets forth the compensation paid to the non-employee
directors of First Community during 2009.
|
|
|
|
|
|
Name
|
|
Fees Earned or
Paid in Cash
($)
|
|
Brad Bishop
|
|
$
|
22,350
|
|
|
|
|
Kenneth Delarbre
|
|
$
|
24,950
|
|
|
|
|
Kenneth F. Faliero
|
|
$
|
22,200
|
|
|
|
|
James Macaluso
|
|
$
|
24,750
|
|
|
|
|
David K. Meehan
|
|
$
|
17,100
|
|
|
|
|
Robert G. Menke
|
|
$
|
16,500
|
|
|
|
|
Robert M. Menke
|
|
$
|
16,000
|
STOCK-BASED
COMPENSATION PLANS
Long-Term Incentive Plan
First Community currently has an equity compensation plan, the Long-Term Incentive Plan (“Long-Term Plan”), which provides for the issuance of stock options to employees of First Community who
are contributing significantly to the management or operation of First Community’s or its subsidiaries’ business as determined by the Board of Directors or the Compensation Committee. The Long-Term Plan was approved by the shareholders at
the 2001 Annual Meeting and the number of shares reserved under the Long-Term Plan was 250,000, which automatically increased to 516,797 shares as a result of stock splits and dividends. Currently, the Compensation Committee administers the
Long-Term Plan.
- 14 -
Non-Employee Director Stock Option Plan
The Non-Employee Director Stock Option Plan was approved by the shareholders at the 2002 Annual Meeting and the number of shares reserved
under the Directors Plan was fixed at 300,000 shares which automatically increased as a result of stock splits and dividends. The Directors Plan provided for the grant of options to directors of First Community and its subsidiaries at the discretion
of the Board of Directors or the Compensation Committee. The Directors Plan terminated pursuant to the Plan Articles on May 11, 2009, and the outstanding stock options granted under the Plan expired unexercised on January 1, 2010.
2005 Stock Plan
The 2005 Stock Plan was adopted by First Community’s Board of Directors on October 17, 2005 and approved by its shareholders at the 2006 Annual Meeting of Shareholders. Due to erratic market conditions, the conditions of the
national, state and local economies, and out of a desire to evaluate and consider compensation plan options more appropriate to the current economy and regulatory environment as a result of our participation in the CPP, the Board terminated the 2005
Stock Plan and cancelled all grants made thereunder effective February 17, 2009.
Stock Options Outstanding and Shares Reserved for
Issuance
The following table sets forth information about the number of shares reserved for issuance under the
Non-Employee Director Stock Option Plan, the Long-Term Plan and the 2005 Stock Plan as of December 31, 2009. All available options under the Non-Employee Director Stock Option Plan have been granted and no additional options will be issued
pursuant thereto. All stock options granted under the 2005 Stock Plan were cancelled effective February 17, 2009.
|
|
|
|
|
|
|
|
|
|
Plan Category
|
|
Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options
|
|
Weighted
Average
Exercise Price
of Outstanding
Options
|
|
Number of
Securities
Remaining
Available for
Future
Issuance
|
|
Non-Employee Director Stock Option Plan approved by shareholders
|
|
103,358
|
|
$
|
5.80
|
|
0
|
|
Long -Term Incentive Plan approved by shareholders
|
|
251,790
|
|
$
|
8.79
|
|
74,662
|
|
2005 Stock Plan approved by shareholders
|
|
0
|
|
$
|
0
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
355,148
|
|
$
|
7.92
|
|
74,662
|
|
|
|
|
|
|
|
|
|
No monetary consideration is received by us in return
for the grant of options, although consideration is received upon the exercise of stock options.
PROPOSAL 3. ADVISORY VOTE
TO APPROVE FIRST COMMUNITY’S EXECUTIVE COMPENSATION
PLANS, PROGRAMS AND ARRANGEMENTS
Background of the Proposal
ARRA requires financial institutions, such as First Community, which participated in the U.S. Department of the Treasury’s Capital Purchase Program (“CPP”) to permit a separate and
non-binding shareholder vote to approve the compensation of such financial institution’s named executive officers. The Securities and Exchange Commission recently issued guidance that requires participants in the CPP to submit to shareholders
annually for their approval the executive compensation arrangements as described in the Executive Compensation section and the tabular disclosure regarding named executive officer compensation (together with the accompanying narrative disclosure) in
their proxy statements until such time as the preferred stock issued pursuant to the CPP is redeemed.
Executive
Compensation Plans, Programs And Arrangements
First Community believes that its executive compensation plans, programs
and arrangements, which are reviewed and approved by the Compensation Committee and Board of Directors, encourage a culture of pay for performance and are strongly aligned with the long-term interests of shareholders. Like most companies in the
financial services sector, the recent and ongoing financial downturn had a significant negative impact on First Community’s 2009 results of operations and on the price of our common stock. In Florida, this has been primarily driven by the
significant deflation in real estate values. Consistent with the objective of aligning the compensation of First Community’s named executive officers with the annual and long-term performance of First Community and the interests of the
shareholders, these factors were also reflected in the compensation of First Community’s named executive officers for 2009, and in a number of executive compensation-related actions that have been taken by First Community and the Compensation
Committee with respect to 2010.
- 15 -
Because First Community’s performance did not meet management or the Board’s
standards, the Compensation Committee used its discretion in determining not to make any annual incentive payments or bonuses with respect to 2009 to the named executive officers.
As required by ARRA and the guidance provided by the SEC, the Board of Directors has authorized a shareholder vote on First Community’s
executive compensation plans, programs and arrangements as described in the Executive Compensation section of this proxy statement. This proposal, commonly known as a “Say-on-Pay” proposal, gives First Community’s shareholders the
opportunity to endorse or not endorse First Community’s executive compensation plans, programs and arrangements through the following resolution:
“Resolved, that the shareholders of First Community Bank Corporation of America approve the executive compensation plans, programs and arrangements described in the Executive Compensation
section of the proxy statement for the 2010 Annual Meeting of Shareholders.”
Vote Required and Effect
Approval of First Community’s executive compensation plans, programs and arrangements would require that the
number of votes cast in favor of the proposal exceed the number of votes cast against it. Abstentions and broker non-votes will not be counted as votes cast and therefore will not affect the determination as to whether First Community’s
executive compensation plans, programs and arrangements are approved. Because this shareholder vote is advisory, it will not be binding upon First Community, the Board of Directors or the Compensation Committee. However, the Compensation Committee
and Board of Directors will take into account the outcome of the vote when considering future executive compensation plans, programs and arrangements.
The Board of Directors recommends that the shareholders
vote
“FOR” approval of this proposal on executive compensation.
CERTAIN TRANSACTIONS
Certain of our directors, officers and employees have banking relations with First Community Bank. Loans made to directors, executive
officers and principal shareholders, defined as individuals owning 10% or more of First Community’s common stock, are governed under the provisions of Section 22(h) of the Federal Reserve Act, which requires that any loans made to those
individuals must:
|
|
•
|
|
Be on substantially the same terms, including interest rates and collateral as those prevailing at the time for comparable transactions with
non-affiliated parties; and
|
|
|
•
|
|
Not involve more than the normal risk of repayment or present other unfavorable features.
|
There is, however, an exception for loans made to employees who are affiliates that are made pursuant to a benefit or compensation package
that is widely available to all First Community Bank employees and does not give a preference to affiliates. There is also an aggregate limit of $25,000, or 5% of the amount of First Community Bank’s unimpaired capital and unimpaired surplus on
all loans to those individuals, unless the Board of Directors has approved the amount and the individual has abstained from participating in the voting.
There is further exception for loans made to executive officers. Executive officers are those people who participate, or who have authority to participate, in major policymaking functions of First
Community, regardless of their title. In 2009, the Bank had nine employees who would be considered executive officers. First Community Bank may lend any otherwise permissible sum of money to an executive officer for:
|
|
•
|
|
Financing the education of the officer’s children;
|
|
|
•
|
|
A Board of Director’s approved first mortgage on the officer’s residence; or
|
|
|
•
|
|
A loan secured by certain low-risk collateral.
|
First Community Bank may also lend up to the higher of $25,000, or 2.5% of its unimpaired capital and unimpaired surplus (but never more than $100,000) to an executive officer for any other purpose.
During 2009, First Community’s directors and executive officers (or their related business interests) had loans or lines
of credit with First Community Bank that, in the aggregate, totaled $872,000, of which $479,102 was outstanding on December 31, 2009, representing 0.21% of First Community Bank’s total loan portfolio. These loans and lines of credit were
made on the same terms as extensions of credit made to the Bank’s unaffiliated customers.
- 16 -
RELATIONSHIP WITH INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The Board of Directors intends to retain the accounting firm of Hacker, Johnson & Smith, P.A. as First Community’s and First Community Bank’s independent auditors for the fiscal year
ending December 31, 2010. A representative from the firm is expected to be present at the Annual Meeting to respond to questions regarding our financial statements and the notes thereto.
First Community has been advised by Hacker, Johnson & Smith, P.A. that none of its members, or any of its associates, has any
direct financial interest or material indirect financial interest in First Community or its subsidiaries.
Fees paid to
Hacker, Johnson & Smith, P.A. for professional services during 2009 and 2008 were as follows:
Audit
Fees:
The aggregate fees billed and to be billed for professional services by Hacker, Johnson & Smith, P.A. in connection with the audit of the annual financial statements and the review of the financial statements included in First
Community’s quarterly filings with the Securities and Exchange Commission for the fiscal year ended December 31, 2009 and 2008, were $67,000 and $67,000, respectively.
Audit Related Fees:
There were no audit related fees during 2009 or 2008.
Tax Fees:
In 2009 and 2008, Hacker, Johnson & Smith, P.A. also billed First Community $8,500 and $7,000,
respectively, for tax compliance and advice, including the preparation of First Community’s corporate tax returns.
All Other Fees:
There were no other fees during 2009 or 2008.
Compatibility of Fees:
Our Audit Committee
has considered the provision of non-audit services by Hacker, Johnson & Smith, P.A. and the fees paid to that firm for such services, and believes that the provision of such services and their fees are compatible with maintaining Hacker,
Johnson & Smith, P.A.’s independence (See “Audit Committee Report”).
PROPOSAL 4 – INCREASE IN
AUTHORIZED COMMON STOCK
First Community is presently authorized to issue 22,000,000 shares of stock, of which 20,000,000
shares are common stock, par value $0.05 per share, and 2,000,000 shares are preferred stock, par value $0.01 per share. The Board of Directors of First Community has adopted resolutions approving and recommending that First Community’s
shareholders adopt an amendment to Article III of First Community’s Articles of Incorporation, the full text of which is attached to this document as Appendix 5. The amendment to Article III of First Community’s Articles of
Incorporation, if approved by shareholders, would increase First Community’s authorized stock from to 22,000,000 to 42,000,000 and authorized common stock from 20,000,000 shares to 40,000,000 shares.
As of the record date, there were 5,457,173 shares of First Community’s common stock issued and outstanding. As of the record date,
there were 10,685 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, issued and outstanding and held by the U.S. Department of the Treasury. The U.S. Department of Treasury also holds a warrant to purchase up to
228,312 shares of common stock at an exercise price of $7.02 per share. As of the record date, there were 313,497 shares of 10% Cumulative Convertible Perpetual Preferred Stock, Series B, issued and outstanding. The Series B shares are convertible
into common stock. The current conversion rate is 10 shares of common stock per share of Series B stock. As of the record date, 3,689,734 shares of First Community common stock are reserved for issuance under the warrant to the U.S. Department
of the Treasury, for the conversion of the Series B shares and for issuance under our stock option plans, and 10,853,093 shares of First Community’s common stock are authorized but unissued and unreserved.
All shares of First Community’s common stock, including those currently authorized and those which would be authorized by the proposed
amendment to Article III, are equal in rank and have the same voting, dividend, and liquidation rights. There are no preemptive rights associated with these shares. The issuance of additional shares of common stock might dilute, under certain
circumstances, the ownership and voting rights of existing shareholders of First Community.
The Board of Directors of First
Community believes that the amendment to Article III is desirable to increase the number of authorized shares of common stock available for issuance from time to time, without further action or authorization by the shareholders (except as may
be required by applicable law or the rules of the NASDAQ Stock Market or any stock exchange on which First Community’s common stock is then listed), for corporate needs such as equity financing, retirement of outstanding indebtedness, stock
splits and stock dividends, employee benefit plans, or other corporate purposes as may be deemed by First Community’s Board of Directors to be in the best interest of First Community and its shareholders.
- 17 -
The proposed increase in the number of authorized shares of common stock will give First
Community greater flexibility to raise additional capital, including the issuance of preferred shares, debt or other securities whose terms and conditions may provide for the right or obligation of First Community to issue shares of common stock
under certain circumstances. First Community may be able to issue additional shares in such a transaction without further action or authorization by shareholders, subject to the requirements of applicable law or listing rules.
The proposed increase in the number of authorized shares of common stock will also give First Community greater flexibility in responding
quickly to advantageous business opportunities. At the present time, First Community is not a party to any material written agreements, understandings or arrangements with respect to issuance of shares in connection with any acquisitions; however,
First Community may from time to time explore opportunities to acquire banks and non-bank companies to the extent permitted by the Bank Holding Company Act. Since acquisitions may be made by issuing stock, the proposed increase in the number of
authorized shares of common stock may enable First Community to better meet its future business needs by allowing First Community to issue such additional shares without further action or authorization by shareholders, subject to the requirements of
applicable law or listing rules.
The First Community Board of Directors does not have any current plans to use shares of
common stock for anti-takeover purposes, however, the proposed amendment to First Community’s Articles of Incorporation may have the effect of deterring or rendering more difficult attempts by third parties to obtain control of First Community
if such attempts are not approved by the First Community Board of Directors. First Community is already afforded some protection against acquisition attempts which are not supported by the Board of Directors by provisions currently contained in
First Community’s Articles of Incorporation and bylaws. The First Community Board of Directors is not aware of any current efforts to obtain control of First Community.
If shareholders approve the amendment to First Community’s Articles of Incorporation increasing the authorized common stock, First
Community intends to file Articles of Amendment to its Articles of Incorporation that will become effective on the date on which the required filing is made in the office of the Florida Department of State.
The First Community Board of Directors recommends a vote
FOR
the amendment to
First Community’s Articles of Incorporation to increase the authorized common stock
from 20,000,000 shares to 40,000,000 shares.
PROPOSAL 5 - ADJOURNMENT OF ANNUAL MEETING
The Board of Directors seeks
your approval to adjourn the Annual Meeting in the event that there are not a sufficient number of votes to approve proposals 1, 2, 3 or 4 at the Annual Meeting. In order to permit proxies that have been timely received by the First Community to be
voted for an adjournment, we are submitting this proposal as a separate matter for your consideration. If it is necessary to adjourn the Annual Meeting and the adjournment is for a period of less than 30 days, no notice of the time or place of the
reconvened meeting will be given to shareholders, other than an announcement made at the Annual Meeting.
The Board of
Directors Recommends that Shareholders Vote “For”
the Approval of the Adjournment of the Annual Meeting.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our officers, directors and any person who beneficially owns more than
10% of our common stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Executive officers, directors and more than 10% shareholders are required by regulation to furnish us with copies of all
Section 16(a) forms which they file. During 2009, certain of our directors and executive officers who own our stock filed Form 3s or Form 4s with the Securities and Exchange Commission. The information on these filings reflects the current
ownership position of all such individuals. Based solely on the review of copies of the filings we have received or written representations from such reporting persons, it is our belief that during 2009, all such filings by our officers, directors
or 10% shareholders were timely made, except that Robert M. Menke filed 3 late reports reporting one transaction each, and one late report reporting two transactions; Ronald R. Monck filed one late report reporting one transaction; and Kenneth
Delarbre filed one late report reporting one transaction.
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SHAREHOLDER PROPOSALS
In order to be eligible for inclusion in the First Community proxy materials for the 2011 Annual Meeting of Shareholders, a
shareholder’s proposal to take action at such meeting must be received at First Community’s main office at 9001 Belcher Road, Pinellas Park, Florida 33782, on or before December 13, 2010. To be included in the proxy materials,
proposals must comply with the Securities and Exchange Commission’s proxy rules, as provided in 17 C.F.R. Section 240.14(a).
SOLICITATION
The cost of soliciting proxies on behalf of the Board of Directors for the Annual Meeting will
be borne by First Community. Proxies may be solicited by directors, officers or our regular employees, in person or by telephone, e-mail or mail. We are requesting persons and entities holding shares in their names, or in the names of their
nominees, to send proxy materials to, and obtain proxies from, such beneficial owners. Those persons and entities will be reimbursed for their reasonable out-of-pocket expenses.
OTHER MATTERS THAT MAY PROPERLY COME BEFORE
THE
ANNUAL MEETING
The Board of Directors knows of no additional business that will be presented for consideration at the
Annual Meeting. Unless you indicate otherwise, however, execution of the enclosed proxy card confers discretionary authority upon the designated proxy holders to vote your shares in accordance with their best judgment on any other business that may
properly come before the Annual Meeting, or any adjournment thereof.
AVAILABILITY OF ADDITIONAL INFORMATION
Accompanying this proxy statement is First Community’s Annual Report on Form 10-K for the year ended December 31, 2009, which
includes our audited financial statements. Additional copies of our Form 10-K are available to shareholders at no charge. Any shareholder who would like an additional copy should contact: Kay M. McAleer, Vice President/Corporate Secretary, First
Community Bank Corporation of America, 9001 Belcher Road, Pinellas Park, Florida 33782, telephone number (727) 520-0987.
First Community currently files periodic reports (including Form 10-Ks, Form 10-Qs, proxy statements, etc.) with the Securities and Exchange Commission. These periodic reports are filed electronically via EDGAR and are available for review
on the Securities and Exchange Commission’s website at
www.sec.gov
, or can be inspected and copied at the public reference facilities maintained by the Securities and Exchange Commission at its Public Reference Section, 450 Fifth Street,
NW, Washington, DC 20549.
FIRST COMMUNITY BANK CORPORATION OF AMERICA
April 12, 2010
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Preliminary Copy
Needs info on voting via phone & internet
REVOCABLE PROXY
FIRST COMMUNITY BANK CORPORATION OF AMERICA
ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Kenneth P. Cherven and Robert M. Menke, and each of them, with full powers of substitution, to act as proxy for, and attorney-in-fact, to vote all shares of the common
stock of First Community Bank Corporation of America (“First Community”) which the undersigned may be entitled to vote at the Annual Meeting of Shareholders to be held at First Community’s main office located at 9001 Belcher Road,
Pinellas Park, Florida, 33782 on Monday, May 17, 2010, at 5:30 p.m. local time and at any adjournments thereof.
The undersigned shareholder of First Community may revoke this Proxy at any time before it is voted by either delivering a written notice of revocation to First Community, delivering a duly executed Proxy bearing a later date to First
Community, or by attending the Annual Meeting and voting in person.
THE FOLLOWING ITEMS ARE BEING ACTED UPON
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1.
To fix the number of directors to serve on the Board for the ensuing year at nine.
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FOR
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AGAINST
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ABSTAIN
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2.
The election of eight members of the Board of Directors.
Note: To withhold authority to vote for any individual nominee,
strike a line through that nominee’s name.
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Brad Bishop
Kenneth P. Cherven
James Macaluso
Robert G. Menke
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Kenneth Delarbre
Kenneth Faliero
David K. Meehan
Robert M. Menke
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FOR
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3.
An advisory vote to approve the executive compensation plans, programs and
arrangements employed by First
Community, as described in its proxy statement for
the 2010 Annual Meeting of Shareholders.
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AGAINST
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ABSTAIN
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4.
A proposal to amend First Community’s Articles of Incorporation to increase the
authorized common stock
from 20,000,000 shares to 40,000,000 shares.
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ABSTAIN
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5.
The adjournment of the Annual Meeting to solicit additional proxies in the event
there are not sufficient votes
to approve the foregoing items.
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AGAINST
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ABSTAIN
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At
their discretion, the proxy holders are authorized to transact and to vote upon such other business as may properly come before the Annual Meeting, or at any adjournment thereof.
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NOTE:
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When properly executed, this Proxy will be voted in the manner directed by the undersigned shareholder.
UNLESS CONTRARY DIRECTION IS GIVEN,
THIS PROXY WILL BE VOTED FOR THE ITEMS LISTED.
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IMPORTANT:
Please sign your
name exactly as it appears on this proxy card. When shares are held by joint tenants, both should sign, when signing as attorney, executor, administrator, agent, trustee or guardian, please give full title. If shareholder is a corporation, please
sign in full corporate name by president or other authorized officer. If shareholder is a partnership, please sign in partnership name by authorized person.
The undersigned acknowledges receiving from First Community, prior to the execution of the Proxy, a Notice of the Annual Meeting, a proxy statement dated April 12, 2010, the Report on Form 10-K for the year ended December 31,
2009.
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STICKER
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Signature:
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Signature if held jointly:
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Date:
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Please mark, sign, date and return this proxy card
promptly, using the enclosed envelope. If you receive
more than one proxy card, please sign and return
all
cards in the accompanying envelope.
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- 2 -
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