Chairman of the Board,
Richard A.C. Coles, a current member of the board, and R. Mark Schulhof, a former member of the board.
Sponsor of Western Liberty
Bancorp
. Western Liberty Bancorp was originally named Global Consumer Acquisition Corp
GCAC
. GCAC was formed on June 28, 2007 as a
special purpose acquisition company, also known as a SPAC or blank check company. GCACs sponsor was Hayground Cove Asset Management LLC, now
known as Ader Investment Management LLC, which is owned and controlled by Director Jason N. Ader. GCAC raised more than $300 million in an initial
public offering completed on November 27, 2007, selling 31,948,850 units for $10.00 per unit, each unit consisting of one share of common stock and a
warrant to acquire a share of common stock. Before the initial public offering GCAC also privately issued 7,987,214 shares of common stock to its
founders at the price of $0.001 per share, including Hayground Cove Asset Management LLC and GCACs directors, officers, and affiliates, for
proceeds of approximately $8,000. Simultaneously with the initial public offering GCAC sold 8.5 million warrants in a private offering to founders for
$1.00 per warrant, of which 7.5 million were purchased by Hayground Cove and 1.0 million by GCACs former Chief Executive
Officer.
By agreement with Hayground Cove
on July 20, 2009, more than 95% of the founders shares, or a total of 7,618,908 shares, were cancelled by GCAC and exchanged for warrants to
acquire GCAC stock, with the result that 368,306 founders shares and 16,118,908 privately issued warrants were outstanding after July 20, 2009,
in addition to the 31,948,850 publicly issued units. At a special meeting of stockholders held on October 7, 2009 GCAC stockholders agreed to change
GCACs name to Western Liberty Bancorp and agreed to eliminate the SPAC-related features of GCACs governing documents. As a consequence,
Western Liberty Bancorp became a conventional corporation with perpetual existence, no longer a SPAC or blank check company. Because of the significant
changes in GCACs structure made possible by the October 7, 2009 stockholder action, stockholders were given the opportunity to convert their GCAC
shares to cash and terminate their GCAC investment. After conversion of the shares held by GCAC stockholders agreeing to conversion, 10,959,169 shares
of Western Liberty Bancorp common stock remained outstanding at the end of 2009. To facilitate the Service1st Bank acquisition and to ensure that
regulatory approval of that acquisition would be obtained, another significant corporate change occurred nearly one year later, in September of 2010.
Specifically, the agreement governing all warrants for the acquisition of Western Liberty common stock was amended to provide that all warrants would
be automatically exercised for a fraction (1/32) of a share of common stock when the Service1st Bank acquisition occurred. As a result 1,502,088 shares
of our common stock were issued to warrant holders when the acquisition was completed on October 28, 2010, including shares issued to holders of
privately issued warrants.
The holders of founders
shares remaining outstanding are entitled to make up to two demands that we register at our expense the resale of these securities under the Securities
Act of 1933. These stockholders also have so-called piggy-back registration rights, meaning the right to include the resale of their shares
in any registered offer and sale of shares by Western Liberty Bancorp. When the agreement governing warrants was amended in September of 2010, we
agreed to register with the SEC for resale the shares of common stock for which privately issued warrants were exercised at completion of the
Service1st Bank acquisition. As agreed, we have registered under the Securities Act of 1933 the offer and sale of the founders shares and shares
issued at acquisition to holders of privately issued warrants, the 200,000 shares issuable at settlement of the restricted stock units awarded to
current and former directors, officers, and consultants, and the 150,000 shares of restricted stock awarded at acquisition to one former and two
current directors of Western Liberty Bancorp.
Although Ader Investment
Management was our original sponsor, Ader Investment Management has no role with Western Liberty Bancorp. Ader Investment Management made passivity
commitments to the Federal Reserve so that we could obtain Federal Reserve approval of the Service1st Bank acquisition, as explained in Voting
Securities and Principal Holders
Stock ownership of directors, nominees, and executive officers
. Under an August 13, 2009 Second
Amended and Restated Sponsor Support Agreement with Ader Investment Management, we agreed to indemnify Ader Investment Management for any liabilities
arising out of its role as our sponsor. Under the July 20, 2009 agreement that provided for the exchange of founders shares for warrants to
acquire common stock, we agreed to indemnify Ader Investment Management for any liabilities arising out of that restructuring.
Loans to directors, executive
officers, and their associates
. Directors and executive officers of Western Liberty Bancorp and their associates are customers of and enter into
banking transactions with Service1st Bank in the ordinary course of business. We expect that these relationships and transactions will continue. When
entered into the transactions with directors, executive officers, and their associates did not involve more than the normal risk of collectibility or
present other unfavorable features. Loans and commitments to lend included in these transactions
13
were made and will be made on
substantially the same terms including interest rates and collateral as those prevailing at the time for comparable transactions with
persons not affiliated with Western Liberty Bancorp.
When Service1st Bank commenced
business on January 16, 2007, the bank sought ways to deploy in the form of loans and investments the significant amount of capital that was raised in
the banks establishment. In the first quarter of 2007 the bank purchased a $5 million portion of an existing term loan to Golden Gaming, Inc., of
which former Director Blake L. Sartini, Sr. was Chairman, Chief Executive Officer, and principal stockholder. Mr. Sartini resigned as a director of
Service1st Bank on or about December 1, 2010 and he resigned as a director of Western Liberty Bancorp effective February 14, 2011. Service1st
Banks $5 million loan interest constituted less than 5% of the entire loan amount. Service1st Bank sold its interest in the Golden Gaming loan on
or about February 24, 2011 to a private investment fund for approximately $3.0 million. At the time of sale the principal balance of the banks
portion of the loan was approximately $3.8 million. Secured by a First Deed of Trust on a casino facility and maturing in November of 2011, the loan
began to experience weakness in 2009 in tandem with increasing distress in the Clark County economy. The loan became nonperforming in 2010. The loan
was on nonaccrual status at the time of sale, with a majority of the loan classified as substandard and the remainder doubtful.
Transactions with affiliated
entities
. Director Terrence L. Wright is the principal stockholder and Chairman of the Board and executive officer of a number of companies that
provide services to Service1st Bank from time to time, including Westcor Land Title Insurance Company, Nevada Title Company, Nevada Construction
Services, and Alliance Construction Advisors. The services are provided to Service1st Bank on arms-length equivalent terms. Total payments by
Service1st Bank to these entities were less than $120,000 in each of 2011 and 2010.
Executive officer
compensation
. The table to follow shows the compensation of our current Chief Executive Officer, our former Chief Financial Officer, and the two
other most highly compensated executive officers whose compensation exceeded $100,000. Through Service1st Bank we maintain various benefit plans for
employees generally, including a non-contributory 401(k) plan, premium-paid health, hospitalization, short and long term disability, dental, life and
other insurance plans as we may have in effect from time to time. These employee benefits are not reflected in the compensation figures included in the
table.
S
UMMARY
C
OMPENSATION
T
ABLE
Name and
principal position
|
|
|
|
Year
|
|
Salary
|
|
Bonus
|
|
Stock awards
(1)
|
|
Option
awards (1)
|
|
Non-equity
incentive plan
compensation
|
|
Nonqualified
deferred
compensation
earnings
|
|
All other
compensation
|
|
Total
|
William E.
Martin,
|
|
|
|
|
2011
|
|
|
$
|
325,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
325,000
|
|
Chief
Executive Officer
|
|
|
|
|
2010
|
|
|
$
|
237,500
|
(2)
|
|
|
|
|
|
$
|
1,000,000
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,237,500
|
|
|
George A.
Rosenbaum Jr.,
|
|
|
|
|
2011
|
|
|
$
|
211,666
|
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
211,666
|
|
Chief
Financial Officer
|
|
|
|
|
2010
|
|
|
$
|
200,000
|
|
|
|
|
|
|
$
|
250,000
|
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
450,000
|
|
until
December 23, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard
Deglman,
|
|
|
|
|
2011
|
|
|
$
|
250,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
250,000
|
|
Chief Credit
Officer of
|
|
|
|
|
2010
|
|
|
$
|
219,792
|
(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
219,792
|
|
Service1st
Bank
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patricia A.
Ochal, acting
|
|
|
|
|
2011
|
|
|
$
|
175,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
175,750
|
|
Chief
Financial Officer since
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 23,
2011 (7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) The amounts shown
reflect the aggregate grant date fair value of stock awards and stock options, computed in accordance with FASB ASC Topic 718, and are not necessarily
indicative of the compensation actually received by the named executive officers.
(2) Of this amount,
$183,333 is compensation for the ten-month period ended October 31, 2010. The remainder represents compensation for the final two months of 2010 under
the February 8, 2010 Amended and Restated Employment Agreement, which became effective when the October 28, 2010 acquisition occurred.
(3) When the
acquisition of Service1st Bank occurred on October 28, 2010, Mr. Martin became entitled by the terms of his February 8, 2010 Amended and Restated
Employment Agreement with Western Liberty Bancorp to an award of restricted stock having a value of $1.0 million. Based on the $6.44 closing price per
share for Western Liberty Bancorp common stock on October 28, 2010, Mr. Martin was awarded 155,279 shares of restricted stock. The shares of restricted
stock vest in equal 20% increments on each of the first five anniversaries of the October 28, 2010 acquisition, subject to Mr. Martins continuous
employment through each vesting date and subject to earlier
14
vesting in full if a change
in control occurs. For this purpose, the term change in control means the acquisition by a third party of 50% of more of our outstanding voting
securities or the power to cause the election of a majority of the members of the board. By the terms of the employment agreement Mr. Martin is
prevented from selling the shares for one year after the shares become vested, except that he may sell a number sufficient to pay taxes imposed on
account of share vesting. If Mr. Martin terminates employment without good reason before October 28, 2015 or if his employment is terminated by us with
cause, he will forfeit 50% of the shares of restricted stock that have become vested, forfeiting all unvested shares as well. Mr. Martin may not
transfer the shares that are subject to that potential forfeiture unless he first receives written approval from Western Liberty
Bancorp.
(4) Includes a payment
of $15,384 at termination on December 23, 2011 for accrued but unused vacation.
(5) When the
acquisition of Service1st Bank occurred, Mr. Rosenbaum became entitled by the terms of his December 18, 2009 Second Amended and Restated Employment
Agreement with Western Liberty Bancorp to an award of restricted stock having a value of $250,000. Based on the $6.44 closing price per share for
Western Liberty Bancorp common stock on October 28, 2010, Mr. Rosenbaum was awarded 38,819 shares of restricted stock, subject to the same terms and
conditions regarding vesting and forfeiture as those of Mr. Martin. Mr. Rosenbaums termination became effective on December 23, 2011. After
forfeitures and withholding to cover taxes, the net number of vested, restricted shares retained by Mr. Rosenbaum was 2,601 shares.
(6) Of this amount,
$178,125 is compensation for the ten-month period ended October 31, 2010. The remainder represents compensation for the final two months of 2010 under
Mr. Deglmans November 6, 2009 Employment Agreement with Western Liberty Bancorp, which agreement became effective when the October 28, 2010
acquisition occurred.
(7) Ms. Ochal is one
of the organizers of Service1st Bank, serving also as its Chief Financial Officer. She became acting Chief Financial Officer of Western Liberty Bancorp
when Mr. Rosenbaums resignation became effective on December 23, 2011. Because no person may be designated as a new director or new senior
executive officer of Western Liberty Bancorp unless the non-objection of the Federal Reserve Bank is first obtained by Western Liberty Bancorp, nor may
the responsibilities of a senior executive officer be changed unless the Federal Reserve Bank first states that it has no objection, Ms. Ochals
service as Chief Financial Officer cannot be confirmed until we obtain the non-objection of the Federal Reserve Bank. We are in the process of seeking
the Federal Reserve Banks assent to Ms. Ochals service as Chief Financial Officer of Western Liberty Bancorp, but we give no assurance that
it will be obtained.
Executive officer employment
agreements
. Mr. William E. Martin serves as our Chief Executive Officer and as a director according to a February 8, 2010 Amended and Restated
Employment Agreement. The initial term of the agreement is three years from the October 28, 2010 acquisition date, renewing annually thereafter for an
additional year. Mr. Martin is entitled by the agreement to an annual salary of at least $325,000. If a change in control occurs while Mr. Martin is
serving as Chief Executive Officer, he will be entitled by the employment agreement to a payment equal to his annual base salary. Mr. Richard Deglman
serves as Chief Credit Officer of Service1st Bank according to a November 6, 2009 Employment Agreement with Western Liberty Bancorp. Like Mr.
Martins agreement, the initial term of Mr. Deglmans employment agreement is three years from the October 28, 2010 acquisition date,
renewing annually thereafter for an additional year. If a change in control occurs while Mr. Deglman is serving as Chief Credit Officer, he will be
entitled by the employment agreement to a payment equal to his annual base salary. Mr. Deglman is entitled by the agreement to an annual salary of at
least $250,000. Until his December 23, 2011 termination, Mr. George A. Rosenbaum served as Executive Vice President of Service1st Bank and Chief
Financial Officer of Western Liberty Bancorp according to a December 18, 2009 Second Amended and Restated Employment Agreement with Western Liberty
Bancorp.
The employment agreements of
Messrs. Martin, Deglman, and Rosenbaum prohibit competition with us for a period of one year after employment termination, along with a one-year
prohibition against solicitation of any of our customers or employees. The agreements also provide for indemnification of the executives by us for any
liabilities incurred by them as a result of their service to Western Liberty Bancorp or Service1st Bank. Messrs. Martin and Deglman have also entered
into separate Indemnification Agreements with Western Liberty Bancorp.
As explained under the caption
Voting Securities and Principal Holders
Stock ownership of directors, nominees, and executive officers
, the employment
agreement of Mr. Martin and the employment agreement of Mr. Rosenbaum provided for an award of restricted stock when the October 28, 2010 acquisition
occurred.
15
Ms. Ochal serves as Executive
Vice President and Chief Financial Officer of Service1st Bank under a November 30, 2007 employment agreement with Service1st Bank. The employment
agreement has a term of three years, extending for one additional year in January of each year unless the board of Service1st Bank acts to prevent
extension of the term. The $175,750 base salary payable to Ms. Ochal by the terms of the agreement may be increased by the board but may not be reduced
without Ms. Ochals consent. The terms of her employment agreement provide that, in addition to continued life insurance and medical coverage for
up to three years and a cash payment equal to the intrinsic value of unvested options, she will be entitled to receive the base salary for the
remaining term of the agreement if she is terminated involuntarily but without cause or if she terminates voluntarily because of an adverse change in
her employment circumstances to which she did not consent in advance. If the termination occurs within 24 months after a change in control, however,
such as the acquisition that occurred on October 28, 2010, Ms. Ochals severance benefit would be payable in a single lump sum promptly after
termination and the amount of the payment would be equal to two times the sum of her salary, her annual automobile allowance ($650 monthly), and her
most recent bonus. The noncompete provisions of the employment agreement became void when the October 28, 2010 acquisition occurred. As explained under
the subheading Special supervisory compensation restrictions, because of supervisory restrictions to which Service1st Bank and Western
Liberty Bancorp are subject, and despite the severance provisions of Ms. Ochals employment agreement, neither Western Liberty Bancorp nor
Service1st Bank may pay to a director, officer, employee, or controlling stockholder a severance benefit or a change-in-control benefit without first
obtaining regulatory approval.
Application of Internal
Revenue Code section 162(m) deduction limit
. Section 162(m) of the Internal Revenue Code places a limit on the tax deduction for compensation
exceeding $1.0 million paid to the chief executive officer and four most highly compensated executive officers of a corporation in a taxable year.
Performance-based compensation such as stock-option compensation or a performance-based cash bonus generally is exempt from the $1.0 million limit if
awarded under a stockholder-approved plan. The board of directors and the Compensation Committee could award non-deductible compensation as they deem
appropriate, but currently Western Liberty Bancorp has not yet realized taxable income. Because of ambiguities in the application and interpretation of
section 162(m) and the regulations issued under section 162(m), we cannot assure you that compensation intended to satisfy the requirements for
deductibility under section 162(m) actually will be deductible.
Potential future equity
awards
. As a result of the October 28, 2010 acquisition of Service1st Bank, outstanding options granted by Service1st Bank under a stock option
plan approved by Service1st Bank stockholders in 2007 became options to acquire Western Liberty Bancorp common stock, adjusted for the exchange ratio
applicable to the acquisition: 47.5975 shares of Western Liberty Bancorp common stock for each share of Service1st Bank common stock. Western Liberty
Bancorp assumed the obligations under the Service1st Bank stock option plan and may issue awards under the plan. The options awarded under the plan to
acquire Service1st Bank common stock, all exercisable for $1,000 per share, now represent the right to acquire 246,952 shares of Western Liberty
Bancorp common stock at $21.01 per share. No awards may be made under the plan by Western Liberty Bancorp after December 6, 2016, the tenth anniversary
of the plans effective date.
In addition, before the
acquisition of Service1st Bank occurred Western Liberty Bancorps board of directors granted to the Compensation Committee the right to award up
to 1.5 million shares of restricted stock to members of management and to consultants. The board granted to the Compensation Committee the right to
determine after completion of the acquisition to whom awards, if any, shall be granted and what the terms of those awards shall be. The Compensation
Committee awards will not be submitted for approval by stockholders in advance.
16
O
UTSTANDING
E
QUITY
A
WARDS
AT
F
ISCAL
Y
EAR
E
ND
The following table summarizes
unexercised stock options, shares of restricted stock that have not vested, and related information as of December 31, 2011 for each of the individuals
identified in the Summary Compensation Table. The market value of restricted stock awards is based on the closing price of $2.75 per share for Western
Liberty Bancorp common stock at the end of 2011.
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
Name
|
|
|
|
Number of
securities
underlying
unexercised
options (#)
exercisable (1)
|
|
Equity
incentive plan
awards:
Number of
securities
underlying
unexercised
options (#)
unexercisable (1)
|
|
Equity
incentive
plan
awards:
Number
of
securities
underlying
unexercised
unearned
options (#)
|
|
Option
exercise
price ($)
|
|
Option
expiration
date
|
|
Number of
shares or
units of stock
that have
not
vested (#) (2)
|
|
Market
value of
shares or
units of
stock
that
have not
vested ($)
|
|
Equity
incentive plan
awards:
Number of
unearned
shares, units
or other rights
that have not
vested (#)
|
|
Equity
incentive plan
awards:
Market or
payout value of
unearned
shares, units or
other rights
that have not
vested ($)
|
William E.
Martin, Chief
|
|
|
|
|
|
|
|
|
23,798
|
(3)
|
|
|
|
|
|
$
|
21.01
|
|
|
|
12/20/2017
|
(3)
|
|
|
124,223
|
|
|
$
|
341,614
|
|
|
|
|
|
|
|
|
|
Executive
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
George A.
Rosenbaum
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jr., former
Chief Financial Officer (resigned December 23, 2011)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard
Deglman, Chief
|
|
|
|
|
21,419
|
|
|
|
14,279
|
(4)
|
|
|
|
|
|
$
|
21.01
|
|
|
|
8/11/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit
Officer of Service1st Bank
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patricia A.
Ochal, acting
|
|
|
|
|
14,231
|
|
|
|
3,617
|
(5)
|
|
|
|
|
|
$
|
21.01
|
|
|
|
6/12/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief
Financial Officer
|
|
|
|
|
10,709
|
|
|
|
7,140
|
(5)
|
|
|
|
|
|
$
|
21.01
|
|
|
|
8/11/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Options granted to
Messrs. Martin and Deglman and Ms. Ochal by Service1st Bank that became options to purchase Western Liberty Bancorp common stock as a result of the
October 28, 2010 acquisition. The number of shares of our common stock acquirable by exercise of Service1st Bank options was determined by multiplying
the number of shares of Service 1st Bank common stock subject to the option (500 shares in the case of Mr. Martin, 750 shares for Mr. Deglman and Ms.
Ochal) by 47.5975, which is the number of shares of Western Liberty Bancorp common stock issued in the October 28, 2010 acquisition for each share of
Service1st Bank common stock.
(2) Mr. Martins
155,279 share restricted stock award vests in equal 20% increments on each of the first five anniversaries of the October 28, 2010 acquisition, subject
to the executives continuous employment through each vesting date and subject to earlier vesting in full if a change in control occurs. For this
purpose the term change in control means the acquisition by a third party of 50% of more of our outstanding voting securities or the power to cause the
election of a majority of the members of the board. Mr. Martin is prevented from selling the shares for one year after the shares become vested, except
for a number sufficient to pay taxes imposed on account of share vesting. If he terminates employment without good reason before October 28, 2015 or if
his employment is terminated by us with cause, he will forfeit 50% of the shares of restricted stock that have become vested, forfeiting all unvested
shares as well. Mr. Martin may not transfer the shares that are subject to that potential forfeiture unless he first receive written approval from
Western Liberty Bancorp.
(3) Mr. Martins
December 20, 2007 incentive stock option to acquire 14,278 shares and his January 1, 2008 incentive stock option to acquire an additional 9,520 shares,
each with an exercise price of $21.01, become vested and exercisable if Service1st Banks total deposits are equal to or greater than $750 million
on December 31, 2012, but both options are forfeited on that date if total deposits are less than $750 million. The options expire on December 20,
2017.
(4) Mr. Deglmans
incentive stock option awarded on August 11, 2008 vests in equal installments on the first five anniversaries of the award.
(5) Ms. Ochals
stock option awards vest in substantially equal installments on the first five anniversaries of the award. On June 12, 2007 she was awarded a
nonqualified stock option to acquire 8,900 shares and an incentive stock option for an additional 8,948 shares. On August 11, 2008 she was awarded an
incentive stock option to acquire 17,849 shares.
Director compensation
. The
following table shows all compensation paid to and earned by Western Liberty Bancorps non-employee directors for services in all capacities in
2011. Information about the compensation of
17
William E. Martin, a director
and our current Chief Executive Officer, is included under the caption Executive officer compensation above, including the Summary
Compensation Table.
Name
|
|
|
|
Fees earned
or paid in
cash ($) (1)
|
|
Stock
awards ($)
|
|
Option
awards ($)
|
|
All other
compensation ($)
|
|
Total ($)
|
Jason N. Ader
|
|
|
|
|
23,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,750
|
|
Curtis W.
Anderson, CPA
|
|
|
|
|
35,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,000
|
|
Richard A.C.
Coles
|
|
|
|
|
30,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
|
Michael B.
Frankel, Chairman
|
|
|
|
|
50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000
|
|
Robert G.
Goldstein (director until March 9, 2012)
|
|
|
|
|
20,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
Steven D. Hill
(director from March 16, 2011 to October 1, 2011)
|
|
|
|
|
6,167
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,167
|
|
Blake L.
Sartini, Sr. (director until February 14, 2011)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terrence L.
Wright, Vice Chairman
|
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
(1)
|
|
Annual board fees, board chairman fee, committee chairman fee,
and committee fees.
|
Our Compensation Committee
recommended and our Governance and Nominating Committee approved annual cash compensation to our non-executive directors and committee members in the
following amounts: $50,000 for the Chairman of the Board; $20,000 for all other non-executive members of the board; an additional $15,000 for the
Chairman of our Audit Committee; an additional $5,000 for all other members of our Audit Committee; and an additional $10,000 for the Chairman of the
Compensation Committee.
Indemnification
. In
addition to the indemnification provided in our amended and restated Certificate of Incorporation, we have entered into agreements with our directors
to provide contractual indemnification. We believe that these provisions and agreements are necessary to attract qualified directors. Our Bylaws also
permit us to secure insurance on behalf of any officer, director, or employee for any liability arising out of his or her actions, regardless of
whether Delaware law would permit indemnification. We purchased a policy of directors and officers liability insurance that insures our
directors and officers against the cost of defense, settlement, or payment of a judgment in some circumstances and insures us against our obligations
to indemnify the directors and officers.
Special supervisory
compensation restrictions
. Because of supervisory restrictions to which both Service1st Bank and Western Liberty Bancorp are subject, neither
Western Liberty Bancorp nor Service1st Bank may pay or agree to pay to a director, officer, employee, or controlling stockholder a severance benefit or
a change-in-control benefit under an employment agreement, severance agreement, or other agreement without first obtaining regulatory approval. A
change-in-control benefit consisting merely of accelerated vesting of benefits could require advance regulatory approval under these special
supervisory restrictions. The restrictions will not be lifted until the FDIC and the Federal Reserve Bank determine that the condition of the bank and
the holding company have improved sufficiently to warrant elimination of the supervisory restrictions.
S
ECOND
P
ROPOSAL
R
ATIFICATION
OF
A
PPOINTMENT
OF
I
NDEPENDENT
A
UDITOR
We are asking stockholders to
ratify the Audit Committees appointment of Crowe Horwath LLP to serve as our independent auditor for the year ending December 31, 2012. Crowe
Horwath LLP served as independent auditor for the years ended December 31, 2011 and December 31, 2010. We expect one or more representatives of Crowe
Horwath LLP to be present at the annual meeting. The representative of Crowe Horwath LLP will have the opportunity to make a statement if desired and
will be available to respond to appropriate questions.
The fees we paid to Crowe Horwath
LLP in 2010 and 2011 are as follows
|
|
|
|
2011
|
|
2010
|
Audit fees (1)
|
|
|
|
$
|
246,456
|
|
|
$
|
269,000
|
|
Audit-related
fees (2)
|
|
|
|
$
|
15,000
|
|
|
$
|
0
|
|
Tax fees (3)
|
|
|
|
$
|
22,500
|
|
|
$
|
35,000
|
|
All other fees
|
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Total
|
|
|
|
$
|
283,956
|
|
|
$
|
304,000
|
|
(1) Audit fees consist
of fees for the audit of our annual financial statements, for review of the financial statements included in Forms 10-Q filed with the SEC, and for
review of our Current Reports on Form 8-K and review of other SEC filings.
18
(2) Audit-related fees
include fees for services relating to preparation and finalization of registration statements for securities offerings.
(3)
|
|
Tax fees consist of fees for tax compliance services and return
preparation.
|
Audit Committee Pre-Approval
Policies and Procedures
. The Audit Committee approved all auditing services performed for us by Crowe Horwath LLP in 2011 and 2010. The Audit
Committee will pre-approve all auditing services and permitted non-audit services to be performed for us by Crowe Horwath LLP, including the fees and
terms thereof (subject to the
de minimis
exceptions for nonaudit services described in the Securities Exchange Act of 1934 that are approved by
the Audit Committee before completion of the audit). The Audit Committee may form and delegate authority to an Audit Committee subcommittee consisting
of one or more members, including the authority to grant preapprovals of audit and permitted non-audit services, provided that decisions of the
subcommittee to grant pre-approvals are presented to the full Audit Committee at its next scheduled meeting.
The board of directors
recommends a vote FOR ratification of the Audit Committees appointment of Crowe Horwath LLP as Western Liberty Bancorps independent auditor
for the fiscal year ending December 31, 2012
Report of the Audit Committee
Management is responsible for
Western Liberty Bancorps internal controls and the financial reporting process. The independent auditor is responsible for performing an
independent audit of our consolidated financial statements in accordance with the Standards of the Public Company Accounting Oversight Board and is
responsible for issuing a report thereon. The Audit Committees responsibility is to monitor and oversee these processes. The Audit Committee
appointed Crowe Horwath LLP in 2011 as Western Liberty Bancorps independent registered public accounting firm for 2011.
The Audit Committee met and held
discussions with management and Crowe Horwath LLP, Western Liberty Bancorps independent auditor in 2011. The Audit Committee obtained from Crowe
Horwath LLP a formal written statement describing all relationships between the firm and Western Liberty Bancorp that might affect the firms
independence, as required by applicable requirements of the Public Company Accounting Oversight Board, and discussed with Crowe Horwath LLP any
relationships that may have an impact on its objectivity and independence, and satisfied itself concerning the independence of Crowe Horwath LLP. The
Audit Committee also discussed with management, with Western Liberty Bancorps internal auditors, and with Crowe Horwath LLP the quality and
adequacy of Western Libertys internal controls and the internal audit functions organization, responsibilities, budget, and staffing. The
committee reviewed with Crowe Horwath LLP and Western Libertys internal auditors their audit plans, audit scope, and identification of audit
risks.
The Audit Committee discussed and
reviewed with Crowe Horwath LLP all communications required by generally accepted auditing standards, including those described in Statement on
Auditing Standards No. 61, as amended, and, with and without management present, discussed and reviewed the results of Crowe Horwath LLPs
examination of the financial statements. The Audit Committee also discussed the results of the internal audit examinations.
The Audit Committee reviewed the
audited consolidated financial statements of Western Liberty Bancorp as of and for the year ended December 31, 2011 with management and with the
independent auditor.
Based on the above-mentioned
review and discussions with management and the independent auditor, the Audit Committee recommended to the board that Western Liberty Bancorps
audited consolidated financial statements be included in its Annual Report on Form 10-K for the year ended December 31, 2011, for filing with the
Securities and Exchange Commission.
19
The Audit Committee has appointed
Crowe Horwath LLP to continue as Western Liberty Bancorps independent registered public accounting firm for fiscal year 2012. Western Liberty
Bancorp is seeking at the 2012 annual meeting stockholder ratification of that appointment.
Audit Committee
Curtis W. Anderson, CPA, Committee Chairman
Richard A.C. Coles
Terrence L. Wright
M
ISCELLANEOUS
Stockholder proposals
.
Stockholders desiring to submit proposals for inclusion in Western Liberty Bancorps proxy materials for the 2013 annual meeting must submit the
proposals to us at our executive offices no later than December 27, 2012. We will not include in our proxy statement or form of proxy for the 2013
annual meeting a stockholder proposal that is received after that date or that otherwise fails to satisfy Securities and Exchange Commission
requirements for stockholder proposals, including the requirements of Securities and Exchange Commission Rule 14a-8.
If a stockholder intends to
present a proposal at the 2013 annual meeting without seeking to include the proposal in our proxy materials for that meeting, the stockholder must
give advance notice to us no later than March 18, 2013. If the stockholder fails to do so, our proxies for the 2013 annual meeting will be entitled to
use their discretionary voting authority on that proposal, without any discussion of the matter in our proxy materials.
Section 16(a) beneficial
ownership reporting compliance
. Section 16(a) of the Securities Exchange Act of 1934 requires that each of our directors and executive officers, as
well as any persons who own more than 10% of a registered class of our equity securities, file with the Securities and Exchange Commission initial
reports of ownership and reports of changes in ownership of our stock. Based solely on review of the copies of reports furnished to us and written
representations to us, to the best of our knowledge all section 16(a) filing requirements applicable to executive officers, directors, and beneficial
owners of more than 10% of our stock were complied with during and for the fiscal year ended December 31, 2011, except that in February of 2011
Directors Ader and Coles filed four days late their Forms 5 reporting beneficial ownership as of December 31, 2010, and Director Wright purchased
shares on December 31, 2010 but did not submit the necessary Form 4 report of change in beneficial ownership within the required two-day
period.
Other proposals
. The board
does not know of any proposals to be presented at the annual meeting other than the proposals set forth in the Notice of Annual Meeting of
Stockholders, along with routine business relating to the conduct of the Annual Meeting. However, if any other proposals are properly presented at the
Annual Meeting, the persons named in the enclosed proxy card will have discretionary authority to vote all proxies on those proposals in accordance
with their best judgment.
Delivery of Documents to
Stockholders Sharing an Address
. Securities and Exchange Commission rules allow us to deliver a single copy of proxy materials to any household at
which two or more stockholders reside, if we believe the stockholders are members of the same family. Upon oral or written request, we will promptly
deliver to any stockholder residing at the same address as another stockholder but who wishes to receive his or her own copy a separate copy of the
proxy materials. Requests should be directed to Ms. Patricia A. Ochal, by phone at (702) 966-7400 or by mail to Western Liberty Bancorp, 8363 West
Sunset Road, Suite 350, Las Vegas, Nevada 89113.
20
Western Liberty Bancorp (MM) (NASDAQ:WLBC)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Western Liberty Bancorp (MM) (NASDAQ:WLBC)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024