SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN
PROXY STATEMENT
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 [ ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
FIRSTBANK CORPORATION
(Name of registrant as specified in its charter)
________________________________________________________________________
(Name of person(s) filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[ X ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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(1)
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Title of each class of securities to which transaction applies: ______________________________________
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(2)
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Aggregate number of securities to which transaction applies:______________________________________
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it was determined):
_________________________
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(4)
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Total fee Paid: _________________________________________________________________________
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[ ] Fee paid previously with preliminary materials
[ ] 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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(1)
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Amount previously paid:
_________________________________________________________________
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Filing party: ___________________________________________________________________________
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Date filed: ____________________________________________________________________________
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NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
FIRSTBANK CORPORATION
311 Woodworth Avenue
P.O. Box 1029
Alma, Michigan 48801
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Dear Shareholder:
We invite you to attend the 2009
annual meeting of the shareholders of Firstbank Corporation. This year’s meeting will
be held at the Heritage Center on the campus of Alma College, West Superior Street, Alma,
Michigan 48801, on Monday, April 27, 2009 at 4:30 p.m. (Alma time) to consider and vote
upon:
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1.
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The
election of three directors to hold office for three year terms.
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2.
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To
provide advisory approval of Firstbank Corporation’s executive
compensation program; and
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3.
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Any
other business that may properly come before the meeting or any adjournment of
the meeting.
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Shareholders
of record at the close of business on March 2, 2009, will be entitled to vote at the
annual meeting and any adjournment of the meeting.
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BY ORDER OF THE BOARD OF DIRECTORS,
Samuel G. Stone, Executive Vice President,
Chief Financial Officer, Secretary, and Treasurer
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Alma, Michigan
March
13, 2009
All shareholders are cordially
invited to attend the meeting.
WHETHER OR NOT YOU PLAN TO ATTEND IN PERSON, YOU ARE
URGED TO DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY
IN THE
POSTAGE PAID ENVELOPE PROVIDED
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This will assure your representation and a
quorum for the transaction of business at the meeting. If you do attend the meeting in
person and if you have submitted a proxy card, it will not be necessary for you to vote in
person at the meeting. However, if you attend the meeting and wish to change your proxy
vote, you will be given an opportunity to do so.
Important Notice
regarding the Availability of Proxy Materials for the Annual Meeting of
Shareholders to
be Held on April 27, 2009:
This proxy statement
and the 2008 Annual Report to Shareholders are available for viewing,
printing and
downloading at www.cfpproxy.com/5235
PROXY STATEMENT
FIRSTBANK CORPORATION
311 Woodworth Avenue
P.O. Box 1029
Alma, Michigan 48801
Telephone: (989)
463-3131
ANNUAL MEETING OF
SHAREHOLDERS
This
proxy statement is furnished in connection with the solicitation of proxies by the Board
of Directors of Firstbank Corporation (the “Corporation”) to be voted at the
annual meeting of its shareholders, to be held at the Heritage Center on the campus of
Alma College, West Superior Street, Alma, Michigan 48801, on Monday, April 27, 2009, at
4:30 p.m. (Alma time), and at any adjournment of the meeting for the purposes set forth in
the accompanying Notice of Annual Meeting of Shareholders. This proxy statement and form
of proxy are first being sent to shareholders on or about March 24, 2009. If you need
directions to the location of the meeting or additional information about attending the
meeting and voting in person, please contact Kim Campbell at 989-466-7328.
If
a proxy in the accompanying form is properly executed, duly returned, and not revoked, the
shares represented by the proxy will be voted at the annual meeting of the
Corporation’s shareholders and at any adjournment of that meeting. Where a
shareholder specifies a choice, a proxy will be voted as specified. If no choice is
specified, the shares represented by the proxy will be voted for election of all nominees
of the Board of Directors. The Corporation’s management does not know of any other
matters to be presented at the annual meeting. If other matters are presented, the shares
represented by proxy will be voted at the discretion of the persons designated as proxies
who will take into consideration the recommendations of the Corporation’s management.
Any
shareholder executing a proxy in the enclosed form has the power to revoke it by notifying
the Secretary of the Corporation in writing at the address indicated above at any time
before it is exercised, or by appearing at the meeting and voting in person.
Solicitation
of proxies is being made by mail. Directors, officers, and regular employees of the
Corporation and its subsidiaries may also solicit proxies in person or by telephone
without additional compensation. In addition, banks, brokerage firms, and other
custodians, nominees, and fiduciaries may solicit proxies from the beneficial owners of
shares they hold and may be reimbursed by the Corporation for reasonable expenses incurred
in sending proxy material to beneficial owners of the Corporation’s stock. The
Corporation will pay all expenses of soliciting proxies.
ELECTION OF DIRECTORS
The
Board of Directors has nominated Jeff A. Gardner, David D. Roslund, and Thomas R. Sullivan
for election to the Board of Directors at the annual meeting to serve three year terms
that will expire in 2012. Messrs. Gardner, Roslund and Sullivan are incumbents.
The
proposed nominees are willing to be elected and to serve. In the event that any nominee is
unable to serve or is otherwise unavailable for election, which is not now contemplated
the incumbent Board of Directors may or may not select a substitute nominee. If a
substitute nominee is selected, all proxies will be voted for the person so selected. If a
substitute nominee is not so selected, all proxies will be voted for the election of the
remaining nominees. Proxies will not be voted for a greater number of persons than the
number of nominees named.
A
vote of shareholders holding a plurality of shares voting is required to elect directors.
For the purpose of counting votes on this proposal, abstentions, broker non-votes and
other shares not voted will not be counted as shares voted. Additional information about
the director nomination process is provided in this Proxy Statement under “Corporate
Governance — Director Nominations.”
YOUR BOARD OF
DIRECTORS RECOMMENDS A VOTE
FOR ELECTION OF ALL NOMINEES AS DIRECTORS
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VOTING SECURITIES
At
the close of business on March 2, 2009, the record date for determination of the
shareholders entitled to vote at the annual meeting, the Corporation had issued and
outstanding 7,599,501 shares of its Common Stock, the only class of voting securities
presently outstanding. Each share entitles its holder to one vote on each matter to be
voted upon at the meeting.
The
Corporation is not aware of any shareholder that is the beneficial owner of more than five
percent of the outstanding shares of Common Stock of the Corporation as of March 2, 2009.
The
following table shows certain information concerning the shares of the Corporation
beneficially owned by each of the Corporation’s directors and nominees for director,
by the executive officers named in the summary compensation table below, and by all
directors and executive officers as a group as of December 31, 2008.
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Amount and Nature of Beneficial Ownership
(1)
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Name of Beneficial Owner
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Sole Voting and Investment Power
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Shared Voting or Investment Power
(2)
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Total Beneficial Ownership
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Percent of Class
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William L. Benear
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20,229
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(3)(4)
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0
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20,229
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(3)(4)
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*
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Thomas D. Dickinson
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5,867
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1,518
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7,385
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*
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David W. Fultz
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0
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2,974
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2,974
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*
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Jeff A. Gardner
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53,484
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25,576
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79,060
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1
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%
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William E. Goggin
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18,745
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1,684
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20,429
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*
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Edward B. Grant
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9,259
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0
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9,259
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*
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Dale A. Peters
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13,013
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(4)
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12,554
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25,567
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(4)
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*
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David D. Roslund
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6,534
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703
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7,237
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*
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Samuel A. Smith
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4,860
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13,989
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18,849
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*
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Samuel G. Stone
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32,024
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(3)(4)
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2,945
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34,969
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(3)(4)
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*
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Thomas R. Sullivan
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70,238
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(3)(4)
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1,107
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71,345
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(3)(4)
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*
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James E. Wheeler, II
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18,255
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(3)(4)
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24,512
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42,767
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(3)(4)
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*
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All Directors and Executive
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Officers as a Group (12 Persons)
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252,508
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87,562
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340,070
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4.47
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%
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*Represents less than 1 percent of
the outstanding shares.
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(1)
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The
numbers of shares stated are based on information furnished by each person
listed and includes shares personally owned of record by that person and
shares which under applicable regulations are deemed to be otherwise
beneficially owned by that person. Under these regulations a beneficial
owner of a security includes any person who, directly or indirectly,
through any contract, arrangement, understanding, relationship or
otherwise, has or shares voting power or investment power with respect to
the security. Voting power includes the power to vote or to direct the
voting of the security. Investment power includes the power to dispose or
to direct the disposition of the security. A person will also be
considered the beneficial owner of a security if the person has a right to
acquire beneficial ownership of the security within 60 days.
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(2)
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Includes
shares as to which the indicated person is legally entitled to share
voting or investment power by reason of joint ownership, trust, or other
contract or property right and shares held by spouses and children over
whom the indicated person may have substantial influence by reason of the
relationship.
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(3)
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Includes
shares allocated to individual accounts under the 401(k).
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(4)
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Shares
that may be acquired pursuant to stock options that are exercisable within
60 days are included in the table. The number of shares subject to such
options for Mr. Benear is 11,146 shares; Mr. Peters is 11,513 shares; Mr.
Stone is 268 shares; Mr. Sullivan is 14,110 shares; and Mr. Wheeler is
11,144 shares.
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BOARD OF DIRECTORS
The
Articles of Incorporation of the Corporation provide that the Board of Directors will be
divided into three classes, as nearly equal in number as practicable, with the term of
office of one class expiring each year. The present Board of Directors consists of eight
persons who are elected to the Board of Directors for terms of three years each by the
Corporation’s shareholders.
Biographical
information concerning the current directors and the nominees who are nominated for
election to the Board of Directors at the annual meeting is presented below. Except as
otherwise indicated, all directors and nominees have had the same principal employment for
over five years. With the exception of Mr. Sullivan, the Corporation’s President and
Chief Executive Officer, all directors and director nominees have been determined by the
Board of Directors to be independent under the NASDAQ Listing Standards.
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A.
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Nominees
for 3-Year Terms Expiring in 2012
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Jeff
A. Gardner
(age 56) has been a director and vice-chairman of Keystone Community Bank
since 1997 and a director of the Corporation since October 2005. Mr. Gardner is President
of Gardner Group, which he formed in 1980. Gardner Group provides real estate services
throughout southwestern Michigan, including development, construction, management,
brokerage and maintenance. Mr. Gardner is a principal in numerous real estate
developments, construction projects, and a consulting company. Mr. Gardner holds the
designation of Certified Property Manager (CPM).
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David
D. Roslund
(age 68) has been a director of Firstbank – Alma since March, 1990 and of
the Corporation since January, 1995. Mr. Roslund, a Certified Public Accountant, is the
Administrator of Warwick Living Center, a nursing home facility located in Alma,
Michigan. He also is an investor in, and manager of, several local small businesses.
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Thomas
R. Sullivan
(age 58) became President & Chief Executive Officer of Firstbank
Corporation in January, 2000. He served as President, Chief Executive Officer of
Firstbank (Mt. Pleasant from December, 1991 until January, 2007. He has served as a
director of Firstbank (Mt. Pleasant) since 1991. He also serves as a director of
Firstbank –Alma, Firstbank – West Branch and Firstbank – Lakeview since
January, 2000, Firstbank – St. Johns since June, 2000, Keystone Community Bank since
October, 2005 and as a director of Firstbank – West Michigan effective July, 2007.
Mr. Sullivan also served as Vice President of the Corporation from 1991 to 1996 and
Executive Vice President of the Corporation from 1996 to 2000.
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B.
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Directors
with 3-Year Terms Expiring in 2010
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David
W. Fultz
(age 61) has been a director of Firstbank – West Branch since October, 1994
and of the Corporation since 2004. He is the owner of Fultz Insurance Agency located in
St. Helen, Michigan and Kirtland Insurance Agency located in Rose City, Michigan.
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William
E. Goggin
(age 63) has been a director of Firstbank — Alma since February, 1974 and
of the Corporation since December, 1985. Mr. Goggin has served as Chairman of the Board
of the Corporation since 1986 and Chairman of the Board of Firstbank — Alma since
1974. He is an attorney with the law firm Goggin Law Offices in Alma, Michigan.
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3
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C.
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Directors
with 3-Year Terms Expiring in 2011
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Edward
B. Grant
(age 59) has been a director of Firstbank (Mt. Pleasant) since 1988 and of the
Corporation since 1990. He has served as Chairman of the Board of Firstbank (Mt.
Pleasant) since 1989. Mr. Grant is the General Manager of Public Broadcasting at Central
Michigan University. Mr. Grant is a Certified Public Accountant, and holds a Ph.D. in
accounting from Michigan State University.
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Samuel
A. Smith
(age 56) has been a director of Firstbank – St. Johns since June, 2000 and
of the Corporation since June, 2003. Mr. Smith is the owner of Smith Family Funeral
Homes, Inc. headquartered in Elsie, Michigan.
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Thomas
D. Dickinson
(age 50) has been a director of Firstbank – West Michigan (formerly
known as Ionia County National Bank) since September, 2003 and of the Corporation since
July, 2007. He is a principal in the CPA firm of Biggs, Hausserman, Thompson &Dickinson,
P.C. in Saranac, Michigan. Mr. Dickinson also serves as a Managing Member of Biggs and
Dickinson Financial Services, LLC and is a member of the Michigan Association of CPAs and
the American Institute of CPAs.
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CORPORATE GOVERNANCE
Independence of Directors
and Attendance at Meetings
The
Board of Directors of the Corporation is composed of a majority of independent directors
(as independence is defined in the NASDAQ Listing Standards). During the fiscal year ended
December 31, 2008, the Board of Directors of the Corporation held a total of 12 regular
meetings. Various committees of the Board held meetings as needed. Each director attended
at least seventy-five percent (75%) of the total meetings of the Board of Directors and
meetings of the committees on which they served. The Corporation also encourages all
members of the Board to attend the Corporation’s annual meeting of shareholders each
year. All members of the Board of Directors of the Corporation attended the
Corporation’s 2008 annual meeting.
Director Nominations
Director
nominees are considered and must be approved by the directors on the Board who are
independent under SEC and NASDAQ Standards. The Board searches for potential candidates
that it identifies by a variety of means as deemed appropriate by the Board.
The
Board has not established specific minimum age, education, years of business experience or
specific types of skills for potential candidates, but, in general, expects qualified
candidates will have ample experience and a proven record of business success and
leadership. In general, the Board requires that each of its members will have the highest
personal and professional ethics, integrity and values; will consistently exercise sound
and objective business judgment; and will have a comfort with diversity in its broadest
sense. In addition, it is anticipated that the Board as a whole will have individuals with
significant appropriate senior management and leadership experience, a comfort with
technology, a long-term and strategic perspective, and the ability to advance constructive
debate. It will be important for the Board as a whole to operate in an atmosphere where
the chemistry of the individuals is a key element.
Shareholder
nominations may be made directly by a shareholder, or by written notice delivered or
mailed to the secretary of the Corporation not less than ten (10) nor more than fifty (50)
days prior to the annual meeting. However, if a shareholder wishes the Board of Directors
to consider a nomination as a part of a slate of nominees approved by the Board of
Directors, the nomination process described below must be followed.
The
independent directors will consider shareholder nominations for directors submitted in
accordance with the following procedure. A notice relating to the nomination must be given
in writing to the Corporation not later than sixty (60) days nor more than ninety (90)
days prior to the anniversary of the prior year’s annual meeting. Such notice must be
accompanied by the nominee’s written consent, contain information relating to the
business experience and background of the nominee and contain information with respect to
the nominating shareholder and persons acting in concert with the nominating shareholder.
There are no differences in the manner in which the independent directors evaluate a
candidate that is recommended for nomination for membership on the Corporation’s
Board by a shareholder. As of this time, the Board has not received any recommended
nominations from any of the Corporation’s shareholders in connection with the Annual
Meeting.
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Upon
receipt of information concerning a shareholder proposed candidate, the Chair of the Board
assesses the Board’s needs, primarily whether or not there is a current or pending
vacancy or a possible need to fulfill by adding or replacing a director, and then develops
a director profile by comparing the current state of Board characteristics with the
desired state and the candidate’s qualifications. The profile and the
candidate’s submitted information are provided to the Board for discussion.
Similarly, if at any time the Board determines there may be a need to add or replace a
director, the Chair of the Board develops a Director profile by comparing the current
state of Board characteristics with the desired state. If no candidates are apparent from
any source, the Board will determine the appropriate method to conduct a search. The Board
has, to date, not paid any third party fee to assist in identifying and evaluating
nominees.
The
Corporation has not established a nominating committee because it desires active
participation of all Board members in the analysis and process of making nominations. In
addition, nominations are approved by directors who are independent, ensuring the
integrity of the nomination process in the same manner that establishing a nominating
committee would. The Board has not adopted nomination charter provisions but it has
adopted a formal written board resolution approving the procedure described above.
In
making nominations for election to the Board of Directors, the Board of Directors will
consider recommendations of shareholders. Shareholders who wish to recommend nominees
should submit their recommendations in writing, delivered or mailed, to the Secretary of
the Corporation.
Shareholder Communication
with the Corporation’s Board of Directors
Shareholders
may communicate with members of the Corporation’s Board by mail addressed to the full
Board, a specific member of the Board, or to a particular committee of the Board at 311
Woodworth Avenue. Alma, Michigan 48801.
Code of Ethics
The
Corporation has adopted a Code of Ethics that applies to the Corporation’s executive
officers (including the Corporation’s Chief Executive Officer and principal Financial
Officer) and all of the directors. The Corporation’s Code of Ethics is available on
the Corporation’s website www.firstbankmi.com under Investor Relations and can be
obtained free of charge by sending a request to the Corporation’s corporate secretary
at 311 Woodworth Avenue, Alma, Michigan 48801. Any changes or waivers to the Code of
Ethics will be disclosed on the Corporation’s website.
Audit Committee
The
Audit Committee oversees the Corporation’s accounting and financial reporting
process. For this purpose, the Audit Committee performs several functions. For example,
the Audit Committee evaluates the performance of and assesses the qualifications of the
independent auditors; appoints and approves the compensation of the independent auditors;
determines whether to retain or terminate the existing independent auditors or to appoint
and engage new independent auditors; reviews and approves the retention of the auditors to
perform the internal audit functions and services which the independent auditors are not
permitted to perform; reviews the financial statements to be included in the
Corporation’s Annual Report on Form 10-K; and discusses with management and the
independent auditors the results of the annual audit and the results of the
Corporation’s quarterly financial statements. The Audit Committee is composed of
Messrs. Dickinson, Grant, Roslund, and Smith. The Audit Committee met 8 times during
the fiscal year ended December 31, 2008.
All
members of the Corporation’s Audit Committee are independent (as independence is
defined in Rule 4200(a)(15) of the NASD listing standards and as defined in
Securities and Exchange Commission rules). Mr. Grant has been designated by the Board as
the Audit Committee’s financial expert. Mr. Grant is independent of management,
as such term is used in item 7(d)(3)(iv) of Schedule 14A under the Securities
Exchange Act of 1934, as amended. The Corporation has adopted a written Audit Committee
Charter which is available at the Corporation’s website
www.firstbankmi.com
under Investor relations.
On
March 4, 2009, the Audit Committee submitted to the Board the following report.
5
Audit Committee Report
We have
reviewed and discussed with management the Corporation’s audited consolidated balance
sheet as of December 31, 2008 and 2007, and the related consolidated statements of income
and comprehensive income, changes in shareholders’ equity and cash flows for each of
the three years in the period ended December 31, 2008.
We
have discussed with the independent auditors the matters required to be discussed by the
Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended,
by the Auditing Standards Board of the American Institute of Certified Public Accountants.
We
have received and reviewed the written disclosures and the letter from the independent
registered public accounting firm required by the applicable requirements of the Public
Company Accounting Oversight Board regarding the independent accountant’s
communications with the audit committee concerning independence and has discussed with the
independent accountant the independent accountant’s independence.
Based
on the reviews and discussions referred to above, we recommend to the Board of Directors
that the financial statements referred to above be included in the Corporation’s Form
10-K for the year ended December 31, 2008.
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Respectfully submitted:
Edward B. Grant, CPA, Chairman
Thomas D. Dickinson, CPA, CFP
David D. Roslund, CPA
Samuel A. Smith
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6
REPORT ON EXECUTIVE
COMPENSATION
Compensation Committee
Report
The
Compensation Committee of the Corporation has reviewed and discussed the Compensation
Discussion and Analysis required by Item 402(b) or Regulation S-K with management and,
based on such review and discussions, the Compensation Committee recommended to the Board
of Directors that the Compensation Discussion and Analysis be included in this Proxy
Statement.
The
Compensation Committee is currently conducting an assessment of the Corporation’s
incentive compensation plans, and will complete the risk assessment as required by the
Capital Purchase Program.
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Respectfully submitted,
Jeff A. Gardner, Chairman
David W. Fultz
David D. Roslund
Samuel A. Smith
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COMPENSATION COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION
The
compensation committee is comprised of outside members of the Board of Directors of the
Corporation. Mr. Sullivan, the President and Chief Executive Officer of the Corporation,
has served on the Board of Directors and participated in deliberations concerning
compensation of other executive officers. Mr. Sullivan, however, has been excused from
meetings at which decisions with respect to his own compensation have been made.
ADVISORY VOTE ON
FIRSTBANK CORPORATION’S EXECUTIVE COMPENSATION
On
February 17, 2009, President Obama signed into law the American Recovery and
Reinvestment Act of 2009 (“ARRA”), which expanded the executive compensation
requirements previously imposed by the EESA and TARP. Under these new requirements, any
reporting company that has received or will receive financial assistance under TARP must
permit a separate shareholder vote to approve the reporting company’s executive
compensation, as disclosed in the reporting company’s Compensation Discussion and
Analysis, related compensation tables, and other related material under the compensation
disclosure rules of the SEC, in any proxy or consent or authorization for an annual or
other meeting of its shareholders during the period in which any obligation arising from
financial assistance provided under TARP remains outstanding.
Firstbank
Corporation’s Board of Directors is providing shareholders with the opportunity to
cast an advisory vote on its compensation program at the 2009 Annual Meeting. As set forth
in the ARRA, this vote will not be binding on, or overrule, any decisions by Firstbank
Corporation’s Board of Directors, will not create or imply any additional fiduciary
duty on the part of the Board, and will not restrict or limit the ability of Firstbank
Corporation’s shareholders to make proposals for inclusion in proxy materials related
to executive compensation. The Board of Directors has determined to allow shareholders to
provide an advisory vote on Firstbank Corporation’s executive pay programs and
policies through the following resolution:
RESOLVED
,
that the shareholders approve Firstbank Corporation’s executive compensation, as
described in the Compensation Discussion and Analysis and the tabular disclosure regarding
the named executive officer’s compensation (together with the accompanying narrative
disclosure) in this Proxy Statement.
Vote
Required.
Approval of this proposal will require the affirmative vote of a majority of
the Firstbank Corporation Common Shares represented in person or by proxy at the Annual
Meeting.
YOUR BOARD OF
DIRECTORS UNANIMOUSLY RECOMMENDS
THAT THE SHAREHOLDERS VOTE
FOR
THIS PROPOSAL
7
COMPENSATION DISCUSSION
AND ANALYSIS
The
following narrative section discusses and analyzes Firstbank Corporation’s
compensation policies, programs and practices for the named executive officers.
Due
to the current economic conditions, based on a recommendation by management, with
agreement by the Compensation Committee and approval by the Board of Directors, base
salaries of the 11 corporate officers, including the named executive officers, were frozen
at their present level. With our participation in the Capital Purchase Program (CPP), the
Compensation Committee is currently reviewing the required compensation standards, and
will assess what changes to our compensation practices, if any, are required within the
prescribed time-frames.
Restrictions on Executive
Compensation Under Federal Law
On January
30, 2009, the Corporation sold $33 million of its preferred stock and warrants to the U.S.
Treasury under the Capital Purchase Program of the Troubled Asset Relief Program
(“TARP”). Participants in TARP are subject to a number of limitations and
restrictions on executive compensation, including certain provisions of the recently
enacted American Recovery and Reinvestment Act of 2009 (“ARRA”). Under the ARRA,
the Department of Treasury is required to establish standards regarding executive
compensation relative to the requirements listed below. We expect that these standards
will result in the clarification of some of the restrictions and conditions on executive
compensation. The substance of this Compensation Discussion and Analysis is based upon the
existing guidance issued by the Treasury Department as well as our current understanding
of the substance of ARRA.
As
a general matter, and subject to the promulgation of the above-referenced standards, until
such time that the Corporation is no longer a TARP participant, we will be subject to the
following requirements, among others, for 2009:
|
|
•
|
Our
incentive compensation program may not include incentives for our Named Executives
(defined below) to take unnecessary and excessive risks that threaten the value of the
Corporation;
|
|
|
•
|
The
Corporation is entitled to recover any bonus, retention award, or incentive compensation
paid to any of its 25 most highly compensated employees based upon statements of
earnings, revenues, gains, or other criteria that are later found to be materially
inaccurate;
|
|
|
•
|
The
Corporation is prohibited from making any golden parachute payments (as defined in the
statue) to any of its 10 most highly compensated employees;
|
|
|
•
|
Our
compensation program may not encourage the manipulation of reported earnings to enhance
the compensation of our employees; and
|
|
|
•
|
The
Corporation may not pay or accrue any bonus, retention award, or incentive compensation
to any of our Named Executives, other than payments made in the form of restricted stock,
subject to the further condition that any such awards may not vest while the Corporation
is a participant in TARP and that any award not have a value greater than one-third of
the Named Executives total annual compensation.
|
The
foregoing discussion is intended to provide a background and context for the information
that follows regarding our existing compensation programs to those persons who served as
our executive officers during 2008 and to assist in understanding the information included
in the executive compensation tables included below in our proxy statement.
COMPENSATION PHILOSOPHY
The
Corporation has adopted, and operates under, a written Compensation Committee Charter
which is available at the Corporation’s website
www.firstbankmi.com
under
Investor relations. The Compensation Committee is guided by the following key principles
in determining the compensation of the Bank’s senior executives:
Total
compensation opportunities must be competitive.
The Committee believes that
compensation should reflect the competitive marketplace, which will enable the Company to
attract, retain and motivate talented executives. The total compensation package will be
based on the pay opportunities of comparable financial institutions and will be targeted
at levels that enable the Bank to compete with other employers. The comparable market will
include specifically-identified asset-size and geographic peer groups, and other
comparable financial institutions with positions of similar scope.
8
Compensation
must be performance based.
A significant part of each executive’s compensation
should be tied to financial and individual performance, in order to hold executives
accountable for the business results of their areas of responsibility, and to encourage
and reflect individual contributions to the Bank’s performance in achieving company
goals.
Compensation
should be aligned with stockholder interests.
We believe that aligning the
compensation of bank executives with the interests of stockholders encourages them to
focus on shareholder returns. To this end the compensation package should include reward
opportunities that reflect the returns to our shareholders, which will provide motivation
for enhancing shareholder value.
We
use a variety of compensation elements to achieve our compensation philosophy and goals,
including:
|
|
•
|
Base
salaries which are designed to provide executives with a reasonable current income that
is sufficiently competitive to enable attraction and retention of leaders in the Bank.
|
|
|
•
|
Annual
cash incentives which are used to motivate, recognize and reward the achievement of
operational, financial and/or strategic goals.
|
|
|
•
|
Long-term
incentives are provided for the dual purpose of: 1) aligning executives’ interests
with stockholders’ long-term interests; and 2) enhancing the benefit to those
executives that remain with the bank for extended periods.
|
The
primary components of compensation at Firstbank Corporation are as follows:
Base
Salary.
The goal of establishing fair and competitive base salaries for the named
executive officers is to attract and retain top talent. Firstbank Corporation believes
that our people make a difference in how successful we are as an organization. The ranges
for the base salaries for the named executive officers have been determined using several
methods. First, Firstbank Corporation purchases and reviews salary data that compares our
salary ranges to our geographic market, and to other banks of our size, to assess whether
our salaries are competitive. Secondly, the board of directors engaged outside independent
consultants during both 2001 and 2004 to assure that the salaries and salary ranges were
reasonable and competitive within the industry. Thirdly, in 2006 the Compensation
Committee retained Rahmberg Stover and Associates of Birmingham, Michigan to analyze the
total cash compensation of the named executives, including an assessment of the
competitiveness of the base salaries and the salary ranges.
It
has been the practice of the company to establish the salaries at or near the mid-point of
the range taking into consideration overall individual performance level, an
individual’s time and experience in the position, and market forces within the
various communities in which we operate. We believe that our named executives’ base
salaries are competitive; however, based upon the work completed in 2007 and 2008 by
Rahmberg Stover, the ranges, and some individual base salaries, were adjusted to be more
comparable with the market. The compensation committee is continuing to work closely with
Rahmberg Stover in the updating and establishment of salary ranges for our executives. At
the end of 2008, the base salaries of the 11 corporate officers were frozen at their
present levels.
Annual
Short Term Incentive Compensation.
Annual short term incentive compensation is the
second component of total cash compensation and is also used to attract and retain top
talent. In early 2007, based upon the work done by Rahmberg Stover, the Compensation
Committee recommended, and the board of directors approved, the Firstbank Corporation
Management Incentive Compensation Plan for the corporation’s officers, which include
the named executives, for 2008. The named executives will no longer have compensation
listed under the Bonus column in the Summary Compensation table. The payments that were
previously classified as bonuses, now being paid under the new Management Incentive plan
will be reported under the Non-Equity Incentive Plan compensation column in the Summary
Compensation Table and further explained in the Grants of Plan-Based Award table.
The
amounts an individual can earn are highlighted in the Grants of Plan-Based Award table.
The Management Incentive Plan is purely performance based, and includes an earnings hurdle
that must be achieved to activate the plan. If the earnings hurdle is exceeded, the
incentive potential can range from 10 – 65% of the individual’s base salary,
calculated by measuring the level of performance achieved. The amounts that can be earned
are based on different levels of performance: “threshold” – is the minimum
level of performance; “target” – is the planned level of performance; and,
“maximum” – is the highest level of performance. In 2008 the company’s
earnings hurdle was not achieved, therefore the plan was not activated and the corporate
officers, including the named executives, did not receive any incentive compensation that
was previously termed “bonus”.
9
The
objective of the Management Incentive Plan is to reward high levels of performance by the
corporation and/or the individual units for which the named executives have
responsibility, and secondly, to assure that the executive’s total cash compensation
is appropriate considering the company’s performance relative to other Michigan
banking companies. The annual amount that could be awarded is tied to several performance
factors, including the corporation’s financial performance and the performance of the
business unit that is the executive’s area of responsibility. The Management
Incentive Plan is designed to reward high levels of performance that have had a positive
impact to the corporation within that year – again relating to the performance of the
named executive. Since this is not a guaranteed amount and can increase or decrease as the
performance levels increase or decrease, the executive puts the short term incentive
compensation amount at risk the same way our shareholders have put their investment in our
company at risk.
The
Management Incentive Plan fits within the company’s compensation objectives by
achieving an overall competitive compensation package that is geared to performance. This
component of compensation will only be paid when the financial performance of the company
exceeds a pre-set, minimally acceptable level, as determined by the board of directors. No
payments were made under this plan for the years 2007 or 2008 due to the failure to
achieve the earnings threshold.
The
U.S. Department of the Treasure is required by the ARRA to adopt rules to implement
“compensation standards” for TARP CPP participants including a prohibition on
bonuses and incentives other than restricted stock. As a result, it is likely that these
new legislative and regulatory restrictions will preclude any payment of annual short term
cash incentive compensation or other short-term incentives to the named executive
officers, until the Company is no longer a TARP participant.
10
Summary Compensation
Table
|
|
|
Name and Principal Position
|
|
Year
|
|
Salary ($)
|
|
Bonus ($)
|
|
Stock Awards ($)
|
|
Option Awards ($)
|
|
Non-Equity Incentive Plan Comp ($)
|
|
Change in Pension Value
and NQ Deferred Comp Earnings ($)
|
|
All Other Compen- sation ($)
|
|
Total ($)
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)(1)
|
|
(f)(1)
|
|
(g)
|
|
(h)(2)
|
|
(i)(3)
|
|
(j)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas R. Sullivan
|
|
|
|
2008
|
|
$
|
278,915
|
|
$
|
0
|
|
$
|
2,000
|
|
$
|
10,577
|
|
$
|
0
|
|
$
|
0
|
|
$
|
16,001
|
|
$
|
307,493
|
|
|
President & Chief
|
|
|
|
2007
|
|
$
|
260,000
|
|
$
|
0
|
|
$
|
0
|
|
$
|
6,970
|
|
$
|
0
|
|
$
|
0
|
|
$
|
14,837
|
|
$
|
281,807
|
|
|
Executive Officer
|
|
|
|
2006
|
|
$
|
250,000
|
|
$
|
61,818
|
|
$
|
0
|
|
$
|
6,620
|
|
$
|
0
|
|
$
|
0
|
|
$
|
16,404
|
|
$
|
334,842
|
|
|
|
|
Samuel G. Stone
|
|
|
|
2008
|
|
$
|
190,000
|
|
$
|
0
|
|
$
|
0
|
|
$
|
8,051
|
|
$
|
0
|
|
$
|
0
|
|
$
|
20,714
|
|
$
|
218,765
|
|
|
EVP & Chief Financial
|
|
|
|
2007
|
|
$
|
184,000
|
|
$
|
0
|
|
$
|
0
|
|
$
|
6,903
|
|
$
|
0
|
|
$
|
0
|
|
$
|
23,122
|
|
$
|
214,025
|
|
|
Officer
|
|
|
|
2006
|
|
$
|
177,500
|
|
$
|
40,121
|
|
$
|
0
|
|
$
|
5,516
|
|
$
|
0
|
|
$
|
0
|
|
$
|
18,889
|
|
$
|
242,026
|
|
|
|
|
Dale A. Peters
|
|
|
|
2008
|
|
$
|
153,954
|
|
$
|
0
|
|
$
|
1,500
|
|
$
|
7,234
|
|
$
|
0
|
|
$
|
0
|
|
$
|
19,968
|
|
$
|
182,656
|
|
|
Vice President
|
|
|
|
2007
|
|
$
|
142,000
|
|
$
|
0
|
|
$
|
0
|
|
$
|
6,790
|
|
$
|
0
|
|
$
|
0
|
|
$
|
17,240
|
|
$
|
166,030
|
|
|
|
|
|
|
2006
|
|
$
|
137,000
|
|
$
|
23,501
|
|
$
|
0
|
|
$
|
5,516
|
|
$
|
0
|
|
$
|
0
|
|
$
|
16,525
|
|
$
|
182,542
|
|
|
|
|
William L. Benear
|
|
|
|
2008
|
|
$
|
151,939
|
|
$
|
0
|
|
$
|
1,000
|
|
$
|
7,234
|
|
$
|
0
|
|
$
|
0
|
|
$
|
21,757
|
|
$
|
181,929
|
|
|
Vice President
|
|
|
|
|
|
James E. Wheeler, II
|
|
|
|
2008
|
|
$
|
157,969
|
|
$
|
0
|
|
$
|
1,100
|
|
$
|
7,234
|
|
$
|
0
|
|
$
|
0
|
|
$
|
10,112
|
|
$
|
176,415
|
|
|
Vice President
|
|
|
|
2007
|
|
$
|
148,000
|
|
$
|
0
|
|
$
|
0
|
|
$
|
6,790
|
|
$
|
0
|
|
$
|
0
|
|
$
|
11,058
|
|
$
|
165,848
|
|
|
|
|
|
|
2006
|
|
$
|
143,000
|
|
$
|
26,858
|
|
$
|
0
|
|
$
|
5,516
|
|
$
|
0
|
|
$
|
0
|
|
$
|
11,355
|
|
$
|
186,729
|
|
|
|
|
James D. Fast
|
|
|
|
2008
|
|
$
|
121,584
|
|
$
|
0
|
|
$
|
0
|
|
$
|
1,722
|
|
$
|
0
|
|
$
|
0
|
|
$
|
363,632
|
|
$
|
486,938
|
|
|
Vice President
|
|
|
|
|
|
|
(1)
|
Amounts
in this column reflect the dollar amount recognized for financial
statement reporting purposes for the year indicated, in accordance with
FAS123(R) and may include amounts from awards granted in prior years.
Assumptions used in the calculation of these amounts are included in
Note 15 to the Corporation’s audited financial statements for the
year ended December 31, 2008.
|
|
|
(2)
|
The Firstbank
Corporation Non-Qualified Deferred Compensation plan does not guarantee
any income stream at retirement/termination. Each participant recommends
the investment of their account balances in a similar line up of funds as
the company’s 401(k) plan. There are no above market earnings as each
participant bears the investment risk and return of the various securities they have
recommended.
|
|
|
(3)
|
All
other compensation includes; 401(k) match, group term life insurance
earnings, fringe benefits, perquisites, restricted stock cash dividends,
and “opt-out” earnings for employees who decline the company’s
group health insurance. Mr. Fast received a cash payment of $350,000,
less required withholdings, in January, 2008 as required pursuant to his
employment agreement entered into prior to the 2007 acquisition of ICNB
Financial Corporation. In connection with that employment agreement, Mr.
Fast had agreed to give up certain rights to compensation under an earlier
agreement. Mr. Fast retired effective August 31st, 2008.
|
Stock
Option Grants.
Shareholders of Firstbank Corporation approved the establishment of a
stock option program in 1993, which was supplemented in 1997, and again in 2006. In last
year’s Compensation Discussion and Analysis, management reported that the practice of
broad distribution to all full-time employees was not achieving its desired result and
that we would evaluate the program. Prior to this evaluation, the company had granted
stock options to all full time benefit eligible employees. The objective of this plan was
to link employees’ compensation to the long term performance of the company, with the
intent of motivating employees to focus on our overall long term results and return on
shareholders investment. The number of options granted was established based upon the
employees’ position and job function within the company. Most employees received an
award of 50 shares under option, which fully vested after 12 months. Management and
salaried personnel received larger option awards, ranging from 100 to 1,500 shares that
vested over 5 years. All grants expired at the end of 10 years.
11
The
rationale for having broad distribution of options was to assist all full-time, benefit
eligible employees to become shareholders of the company. It was believed that this would
instill the employees with the shareholders’ view of the company as a long term
investment rather than focusing on short-term actions. However, after review of the
program, and based upon the fact that most employees sold their shares immediately after
the exercise of an option, it was determined that this program was not achieving the
desired result.
The
Compensation Committee, with the assistance of and information provided by Rahmberg Stover
and Associates, recommended that the board of directors discontinue the practice of
providing stock options to all full-time benefit eligible employees. The board of
directors approved this recommendation in 2007, reallocating the shares to key management
personnel throughout the company who have the ability to impact the company’s
earnings and growth goals. The named executives have received awards ranging from 3,075 to
7,000 shares in 2008. In total, the named executives’ 2008 option awards represented
32% of the total shares awarded.
The
board of directors approves the amount and terms of each stock option grant. The
company’s practice is to award the options and set the option price at the closing
price on the date of the board meeting in which the options are approved. Firstbank
Corporation has never back-dated options, has never granted options at a price lower than
the value on the date of the grant, and has not provided special treatment or favorable
pricing to any employee including the named executives.
Restricted
Stock Grants.
Firstbank Corporation has restricted stock available to grant under the
same shareholder approved plan that allows stock option grants. Restricted stock has been
primarily used as an executive recruitment tool, and secondarily to address individual
compensation or performance issues. Normally, restricted stock awards vest over a five
year period, vest upon achievement of certain predetermined goals, or vest upon some
combination of time and achievement. The largest grant that has been awarded is 2,000
shares. Grants of restricted stock provide executives with an ownership stake in the
company, focusing them on shareholder return.
401(k)
Savings Plan.
The Firstbank Corporation 401(k) Savings Plan is a defined
contribution plan, which complies with the requirements of the Internal Revenue
Service and allows a variety of investment options, including Firstbank
Corporation stock. During 2007, it was recommended by the Compensation
Committee, and approved by the board of directors, to change the 401(k) plan to
a qualified Safe Harbor 401(k) Plan. Firstbank contributes a company
“match” that encourages all of our employees to save for their
retirement, including the named executive officers. The amount of the Safe
Harbor Match is formula driven at 100% of the first 3% contributed by the
employee, and 60% on the next 2% contributed by the employee, for a total of
4.2% of compensation, assuming the employee contributes 5% of their
compensation. The Safe Harbor match is immediately vested to the employee.
The
401(k) Savings Plan is the only company sponsored retirement vehicle for our named
executive officers. The compensation committee continues working with Rahmberg Stover to
maintain the competitiveness of the company’s retirement benefits as part of the
overall compensation plan.
Perquisites.
Each of the named executives has business development responsibilities and is
required to travel from time to time in the normal performance of their duties.
To
facilitate the conduct of the company’s business in an appropriate environment, and
for entertainment of existing and potential customers, the company maintains memberships
in a variety of clubs and organizations. Each of the named executives is provided
membership in one or more civic and social organizations or clubs. The executive is
responsible for maintaining records of the personal use of such clubs, and personal use is
reported as compensation.
Company
owned automobiles are made available for the use of each of the named executives, and each
executive is responsible to record the level of business and personal use of the vehicle
assigned. Personal use of the automobile is reported as compensation to the executive in
accordance with IRS regulations.
Firstbank
Corporation maintains a modest level of perquisites for executives, and the amounts
reported as perquisites consist primarily of personal use of automobiles and clubs.
12
Grants of Plan-Based
Award Table
|
|
|
Name
|
|
Grant Date
|
|
Extimated Future Payouts
Under Non-Equity Incentive Plan
|
|
Estimated Future Payouts Under Equity
Incentive Plan
|
|
All Other Stock Awards (#)
|
|
All Other Options Awards
# of Securities Underlying Options (#)
|
|
Exercise or Base Price of Option Award ($/Sh)
|
|
Grant Date Fair Value of Stock and Option Awards ($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thres- hold ($)
|
|
Target ($)
|
|
Maxi- mum ($)
|
|
Thres- hold ($)
|
|
Target ($)
|
|
Maxi- mum ($)
|
|
|
|
|
|
|
|
|
|
(a)
|
|
(b)(1)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)(2)
|
|
(j)(3)
|
|
(k)
|
|
(l)(4)
|
|
|
|
|
Thomas R. Sullivan
|
|
|
|
1/28/2008
|
|
$
|
43,500
|
|
$
|
116,000
|
|
$
|
188,500
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
|
|
|
|
7/28/2008
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
2,000
|
|
|
n/a
|
|
|
n/a
|
|
$
|
24,000
|
|
|
|
|
|
|
11/24/2008
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
7,000
|
|
$
|
7.80
|
|
$
|
2,702
|
|
|
|
|
Samuel G. Stone
|
|
|
|
1/28/2008
|
|
$
|
19,000
|
|
$
|
57,000
|
|
$
|
104,500
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
|
|
|
|
11/24/2008
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
4,500
|
|
$
|
7.80
|
|
$
|
1,737
|
|
|
|
|
Dale A. Peters
|
|
|
|
1/28/2008
|
|
$
|
16,000
|
|
$
|
48,000
|
|
$
|
88,000
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
|
|
|
|
7/28/2008
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
1,500
|
|
|
n/a
|
|
|
n/a
|
|
$
|
18,000
|
|
|
|
|
|
|
11/24/2008
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
3,075
|
|
$
|
7.80
|
|
$
|
1,187
|
|
|
|
|
William L. Benear
|
|
|
|
1/28/2008
|
|
$
|
16,000
|
|
$
|
48,000
|
|
$
|
88,000
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
|
|
|
|
7/28/2008
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
1,000
|
|
|
n/a
|
|
|
n/a
|
|
$
|
12,000
|
|
|
|
|
|
|
11/24/2008
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
3,075
|
|
$
|
7.80
|
|
$
|
1,187
|
|
|
|
|
James E. Wheeler II
|
|
|
|
1/28/2008
|
|
$
|
16,200
|
|
$
|
48,600
|
|
$
|
89,100
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
|
|
|
|
7/28/2008
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
1,100
|
|
|
n/a
|
|
|
n/a
|
|
$
|
13,200
|
|
|
|
|
|
|
11/24/2008
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
3,075
|
|
$
|
7.80
|
|
$
|
1,187
|
|
|
|
|
James D. Fast
|
|
|
|
1/28/2008
|
|
$
|
15,375
|
|
$
|
46,125
|
|
$
|
84,563
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
|
|
|
(1)
|
The
1/28/2008 grant date refers to the date the Compensation Committee
recommended, and the Board of Directors approved the Management
Incentive Plan’s threshold, target and maximum performance
levels.
|
|
|
(2)
|
The
restricted stock awards have a 5 year vesting schedule, with 20% of the
award vesting each anniversary date.
|
|
|
(3)
|
The
stock option awards are 10 year grants, a 5 year vesting schedule
with 20% of the award vesting each anniversary date.
|
|
|
(4)
|
The
grant date fair value was computed in accordance with FAS123(R).
|
13
Outstanding Equity
Awards at Fiscal Year-End
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
|
|
|
|
|
Name
|
|
# Securities Unexercised Options (#) Exercisable
|
|
# Securities Unexercised Options (#) Unexercisable
|
|
Equity Award # of Securities Unexercised Unearned Options (#)
|
|
Option Exercise Price ($)
|
|
Option Expiration Date
|
|
# of Shares of Stock that Have not Vested (#)
|
|
Market Value of Shares that have not vested ($)
|
|
Equity Awards: # of Unearned Share that have not vested (#)
|
|
Equity Awards: Market Value
|
|
(a)
|
|
(b)(1)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)(2)
|
|
(h)(3)
|
|
(i)
|
|
(j)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,846.82
|
|
|
0.00
|
|
|
0
|
|
|
15.39
|
|
|
12/01/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,110.65
|
|
|
0.00
|
|
|
0
|
|
|
14.21
|
|
|
11/27/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,010.14
|
|
|
0.00
|
|
|
0
|
|
|
13.51
|
|
|
11/30/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,914.32
|
|
|
0.00
|
|
|
0
|
|
|
19.19
|
|
|
11/25/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,823.26
|
|
|
0.00
|
|
|
0
|
|
|
26.17
|
|
|
11/24/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas R. Sullivan
|
|
|
|
1,736.44
|
|
|
347.44
|
|
|
0
|
|
|
24.46
|
|
|
11/22/2014
|
|
|
2,000
|
|
$
|
16,120
|
|
|
n/a
|
|
|
n/a
|
|
|
|
|
|
|
1,653.75
|
|
|
661.75
|
|
|
0
|
|
|
22.86
|
|
|
11/28/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,575.00
|
|
|
945.00
|
|
|
0
|
|
|
22.00
|
|
|
11/27/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,000.00
|
|
|
5,600.00
|
|
|
0
|
|
|
16.00
|
|
|
12/03/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,000.00
|
|
|
7,000.00
|
|
|
0
|
|
|
7.80
|
|
|
11/24/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,071.00
|
|
|
0.00
|
|
|
0
|
|
|
14.21
|
|
|
11/27/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,675.12
|
|
|
0.00
|
|
|
0
|
|
|
13.51
|
|
|
11/30/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,595.35
|
|
|
0.00
|
|
|
0
|
|
|
19.19
|
|
|
11/25/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,519.38
|
|
|
0.00
|
|
|
0
|
|
|
26.17
|
|
|
11/24/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Samuel G. Stone
|
|
|
|
1,447.03
|
|
|
290.03
|
|
|
0
|
|
|
24.46
|
|
|
11/22/2014
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
|
|
|
|
1,378.13
|
|
|
552.13
|
|
|
0
|
|
|
22.86
|
|
|
11/28/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,312.50
|
|
|
787.50
|
|
|
0
|
|
|
22.00
|
|
|
11/27/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,500.00
|
|
|
3,600.00
|
|
|
0
|
|
|
16.00
|
|
|
12/03/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,500.00
|
|
|
4,500.00
|
|
|
0
|
|
|
7.80
|
|
|
11/24/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,846.82
|
|
|
0.00
|
|
|
0
|
|
|
15.39
|
|
|
12/01/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,758.88
|
|
|
0.00
|
|
|
0
|
|
|
14.21
|
|
|
11/27/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,675.12
|
|
|
0.00
|
|
|
0
|
|
|
13.51
|
|
|
11/30/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,595.35
|
|
|
0.00
|
|
|
0
|
|
|
19.19
|
|
|
11/25/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dale A. Peters
|
|
|
|
1,519.38
|
|
|
0.00
|
|
|
0
|
|
|
26.17
|
|
|
11/24/2013
|
|
|
1,500
|
|
$
|
12,090
|
|
|
n/a
|
|
|
n/a
|
|
|
|
|
|
|
1,447.03
|
|
|
290.03
|
|
|
0
|
|
|
24.46
|
|
|
11/22/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,378.13
|
|
|
552.13
|
|
|
0
|
|
|
22.86
|
|
|
11/28/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,312.50
|
|
|
787.50
|
|
|
0
|
|
|
22.00
|
|
|
11/27/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,075.00
|
|
|
2,460.00
|
|
|
0
|
|
|
16.00
|
|
|
12/03/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,075.00
|
|
|
3,075.00
|
|
|
0
|
|
|
7.80
|
|
|
11/24/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,477.46
|
|
|
0.00
|
|
|
0
|
|
|
15.39
|
|
|
12/01/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,758.88
|
|
|
0.00
|
|
|
0
|
|
|
14.21
|
|
|
11/27/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,675.12
|
|
|
0.00
|
|
|
0
|
|
|
13.51
|
|
|
11/30/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,595.35
|
|
|
0.00
|
|
|
0
|
|
|
19.19
|
|
|
11/25/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,519.38
|
|
|
0.00
|
|
|
0
|
|
|
26.17
|
|
|
11/24/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William L. Benear
|
|
|
|
1,447.03
|
|
|
290.03
|
|
|
0
|
|
|
24.46
|
|
|
11/22/2014
|
|
|
1,000
|
|
$
|
8,060
|
|
|
n/a
|
|
|
n/a
|
|
|
|
|
|
|
1,378.13
|
|
|
552.13
|
|
|
0
|
|
|
22.86
|
|
|
11/28/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,312.50
|
|
|
787.50
|
|
|
0
|
|
|
22.00
|
|
|
11/27/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,075.00
|
|
|
2,460.00
|
|
|
0
|
|
|
16.00
|
|
|
12/03/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,075.00
|
|
|
3,075.00
|
|
|
0
|
|
|
7.80
|
|
|
11/24/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,477.46
|
|
|
0.00
|
|
|
0
|
|
|
15.39
|
|
|
12/01/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,758.88
|
|
|
0.00
|
|
|
0
|
|
|
14.21
|
|
|
11/27/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,675.12
|
|
|
0.00
|
|
|
0
|
|
|
13.51
|
|
|
11/30/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,595.35
|
|
|
0.00
|
|
|
0
|
|
|
19.19
|
|
|
11/25/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James E. Wheeler, II
|
|
|
|
1,519.38
|
|
|
0.00
|
|
|
0
|
|
|
26.17
|
|
|
11/24/2013
|
|
|
1,100
|
|
$
|
8,866
|
|
|
n/a
|
|
|
n/a
|
|
|
|
|
|
|
1,447.03
|
|
|
290.03
|
|
|
0
|
|
|
24.46
|
|
|
11/22/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,378.13
|
|
|
552.13
|
|
|
0
|
|
|
22.86
|
|
|
11/28/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,312.50
|
|
|
787.50
|
|
|
0
|
|
|
22.00
|
|
|
11/27/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,075.00
|
|
|
2,460.00
|
|
|
0
|
|
|
16.00
|
|
|
12/03/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,075.00
|
|
|
3,075.00
|
|
|
0
|
|
|
7.80
|
|
|
11/24/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James D. Fast
|
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
|
14
|
(1)
|
The
stock option awards are 10 year grants, a 5 year vesting schedule with 20% of
the award vesting each anniversary date.
|
|
(2)
|
The
restricted stock awards have a 5 year vesting schedule, with 20% of the award
vesting each anniversary date.
|
|
(3)
|
Market
value based on stock price on 12/31/2008.
|
Option Exercises and
Stock Vested
No
options were exercised in 2008 and no restricted stock awards vested in 2008.
Deferred
Compensation Plan.
Firstbank Corporation provided a Non-Qualified Deferred
Compensation plan for senior executives and directors, including the named officers, from
1992 until 2004. The plan was funded exclusively by the directors and officers from their
fees and salaries, respectively, and the company has made no assurance of future value.
The only expense to the company was equal to the contribution that the executive would
have received in the company’s 401(k) plan had the executive not deferred income into
the deferred compensation plan. The plan was discontinued on December 31, 2004, and no
additional contributions are allowed.
Contributions
for Mr. Fast were made to the ICNB Non-Qualified Deferred Compensation Plan in 2008. These
contributions were made solely from his compensation. Mr. Fast was the only participant of
the plan and due to his retirement, there will not be any further employee contributions.
Both
plans were designed to allow the participants to more effectively manage their income tax
liability, and were intended to be neutral to the company’s expense. It provided an
opportunity for executives and directors to defer the receipt of income until after they
separated from service to the company, a time at which the individual assumes the income
will receive more favorable income tax treatment than if the income were taken at present.
As
noted below, the amounts shown for aggregate earnings in the Non-Qualified Deferred
Compensation Plan table represent the actual earnings achieved on the funds deferred by
the named executives. The company reports this amount as income from the investment of
those funds, and records an equal amount of expense for the increased liability to the
executive, the net effect of which is neutral to company earnings.
Non-Qualified Deferred
Compensation
|
Name
|
|
Executive Contributions
in Last Fiscal Year End ($)
|
|
Registrant Contributions
in Last Fiscal Year End ($)
|
|
Aggregate Earnings in Last Fiscal
Year End ($)
|
|
Aggregate Withdrawals/ Distributions ($)
|
|
Aggregate Balance at Last Fiscal Year End ($)
|
|
|
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)(1)
|
|
(e)(2)
|
|
(f)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas R. Sullivan
|
|
|
$
|
0
|
|
$
|
0
|
|
$
|
20,260
|
|
$
|
0
|
|
$
|
1,187,551
|
|
|
|
|
Samuel G. Stone
|
|
|
$
|
0
|
|
$
|
0
|
|
$
|
(11,288
|
)
|
$
|
0
|
|
$
|
21,807
|
|
|
|
|
Dale A. Peters
|
|
|
$
|
0
|
|
$
|
0
|
|
$
|
430
|
|
$
|
0
|
|
$
|
9,472
|
|
|
|
|
William L. Benear
|
|
|
$
|
0
|
|
$
|
0
|
|
$
|
(56,655
|
)
|
$
|
0
|
|
$
|
75,724
|
|
|
|
|
James E. Wheeler, II
|
|
|
$
|
0
|
|
$
|
0
|
|
$
|
(279,253
|
)
|
$
|
0
|
|
$
|
563,404
|
|
|
|
|
James D. Fast
|
|
|
$
|
99,337
|
|
$
|
0
|
|
$
|
(16,357
|
)
|
$
|
199,159
|
|
$
|
203,347
|
|
|
|
|
(1)
|
Reflects
the increase in market value and distribution of earnings made with
respect to the various securities recommended by the participant.
|
|
(2)
|
Mr.
Fast received a cash payment of $199,159, less required withholdings, in
January, 2008 as required pursuant to the termination of the ICNB
Directors Deferred Compensation Plan as agreed to in the 2007 acquisition
of ICNB Financial Corporation. The contributions, earnings and aggregate balance are all
in connection with the ICNB Non-Qualified Deferred Compensation Plan.
|
15
Potential
Payments Upon Termination or Change of Control.
The company has entered into
Continuity Agreements with each of the named executive officers. These agreements provide
the individual a severance benefit only if a “change of control” event occurs
during the time the agreement remains in effect. If a “change of control” occurs
and the executive’s employment is either involuntary terminated or diminished in
terms of responsibility, scope or compensation, then the affected named executive is
entitled to 1.5 times their annual salary and incentive compensation, plus continued
health benefits for two years.
The
U.S. Department of the Treasure is required by the ARRA to adopt rules to implement
“compensation standards” for TARP CPP participants including a prohibition on
severance payments. As a result, it is likely that these new legislative and regulatory
restrictions will preclude any payment in connection with the severance of a named
executive officer, until the Company is no longer a TARP participant.
The
severance benefits that would be paid to the named executive officers, assuming an event
that triggered the payments as of December 31, 2008, would be as follows:
|
Name
|
|
Base ($)
|
|
Non-Equity Incentive Compensation ($)
(1)
|
|
Insurance Continuation ($)
(2)
|
|
Total Payments ($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas R. Sullivan
|
|
|
$
|
418,373
|
|
$
|
0
|
|
$
|
12,000
|
|
$
|
430,373
|
|
|
|
|
Samuel G. Stone
|
|
|
$
|
285,000
|
|
$
|
0
|
|
$
|
12,000
|
|
$
|
297,000
|
|
|
|
|
Dale A. Peters
|
|
|
$
|
230,931
|
|
$
|
0
|
|
$
|
12,000
|
|
$
|
242,931
|
|
|
|
|
William L. Benear
|
|
|
$
|
227,909
|
|
$
|
0
|
|
$
|
12,000
|
|
$
|
239,909
|
|
|
|
|
James E. Wheeler, II
|
|
|
$
|
236,954
|
|
$
|
0
|
|
$
|
12,000
|
|
$
|
248,954
|
|
|
|
|
James D. Fast
|
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
Retired eff. 8/31/2008
|
|
|
|
|
(1)
|
Reflects
the 2008 Non-Equity Incentive payment of $0. Non-Equity Incentive payments may
be greater in future years.
|
|
(2)
|
Estimated
based on current premium expenditures.
|
In
exchange for the right to the severance benefits, Firstbank’s continuity agreements
contain a non-competition clause that limits the executive’s work related activities
if they are no longer employed by Firstbank Corporation. The non-competition clause is an
important piece of the continuity agreement due to the confidential and privileged nature
of the information that each executive has regarding Firstbank Corporation. The
non-competition clause is effective upon execution of the agreement, and is enforceable
regardless of whether a “change of control” occurs.
The
severance benefit formula is the same for each of the named executives, regardless of
position. The salary and benefit continuation payments are guaranteed to the individual if
the continuity agreement, i.e., a “change of control”, is triggered 6 months
before or 2 years after the date of the change in control event. The non-competition
clause covers a geographical area within 25 miles of any of our bank’s main offices
and is for a period of 2 years from the date of termination, except for Mr. Schlueter
which is for a 1 year period following termination.
Director
Compensation.
All of the directors of Firstbank Corporation are also directors of one
or more of the subsidiary banks within the holding company. As a result, directors receive
compensation for their duties at both the holding company and bank level. Mr. Sullivan
does not receive director fees. Outside directors of the Corporation and of the subsidiary
banks have the option of receiving fees in cash or to purchase Firstbank Corporation
common stock, except when the fee is noted as being paid in shares of common stock.
Firstbank
Corporation purchases compensation data that compares our level of director compensation
to other banking companies in our geographic market, and to other banking companies of our
size and structure. A portion of the engagement of Rahmberg Stover also assists us with
ensuring that our directors are paid on a competitive basis.
16
Firstbank
Corporation and affiliate banks pay the outside directors as follows:
|
|
|
Corporate Board of Directors
|
|
Annual Retainer
|
|
Meeting Fee per Meeting Attended
|
|
|
|
|
|
|
|
|
|
FBMI Stock
|
|
Cash
|
|
Cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chairman of the Board
|
|
|
|
500 shares
|
|
$
|
3,000
|
|
|
|
|
|
|
|
Chairman of the Audit Committee
|
|
|
|
400 shares
|
|
$
|
3,000
|
|
|
|
|
|
|
|
Chairman of the Compensation Committee
|
|
|
|
400 shares
|
|
$
|
3,000
|
|
|
|
|
|
|
|
All Other Independent Board Members
|
|
|
|
400 shares
|
|
|
|
|
|
|
|
|
|
|
Regular Board Meeting Attended
|
|
|
|
|
|
|
|
|
$
|
700
|
|
|
|
|
Teleconference Meeting Attended
|
|
|
|
|
|
|
|
|
$
|
250
|
|
|
|
|
Full Day Special Meeting Attended
|
|
|
|
|
|
|
|
|
$
|
1,250
|
|
|
|
|
Half Day Special Meeting Attended
|
|
|
|
|
|
|
|
|
$
|
1,000
|
|
|
|
|
Committee Meeting Attended
|
|
|
|
|
|
|
|
|
$
|
250
|
|
|
|
|
|
Affiliate Bank Board of Directors (includes all affiliate
banks unless otherwise noted*)
|
|
Annual Retainer
|
|
Meeting Fee per Meeting Attended
|
|
|
|
|
|
|
|
|
|
FBMI Stock
|
|
Cash
|
|
Cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vice-Chairman of the Board (if applicable)
|
|
|
|
150 shares
|
|
|
|
|
|
|
|
|
|
|
All Other Independent Board Members
|
|
|
|
100 shares
|
|
|
|
|
|
|
|
|
|
|
Regular Board Meeting Attended
|
|
|
|
|
|
|
|
|
$
|
450
|
|
|
|
|
*Keystone Community Bank Regular Board Meeting
|
|
|
|
Attended
|
|
|
|
|
|
|
|
|
$
|
600
|
|
|
|
|
Full Day Special Meeting Attended
|
|
|
|
|
|
|
|
|
$
|
900
|
|
|
|
|
Half Day Special Meeting Attended
|
|
|
|
|
|
|
|
|
$
|
600
|
|
|
|
|
Executive Committee Meeting Attended
|
|
|
|
|
|
|
|
|
$
|
200
|
|
|
|
|
Committee Meeting Attended
|
|
|
|
|
|
|
|
|
$
|
100
|
|
|
|
|
*Chairman of the Keystone Community Bank Audit Committee
|
|
|
|
Meeting Attended
|
|
|
|
|
|
|
|
|
$
|
300
|
|
|
|
|
*Keystone Community Bank Committee Meeting
|
|
|
|
Attended
|
|
|
|
|
|
|
|
|
$
|
150
|
|
|
|
17
Director Compensation
Table
|
Name
|
|
Fees Earned or Paid in Cash ($)
|
|
Stock Awards ($)
|
|
Option Awards ($)
|
|
Non-Equity Incentive Plan
Compen- sation ($)
|
|
Change in Pension Value and NQ
Deferred Comp Earnings ($)
|
|
All Other Compen- sation ($)
|
|
Total ($)
|
|
|
|
|
(a)
|
|
(b)(1)
|
|
(c)(2)
|
|
(d)
|
|
(e)
|
|
(f)(3)
|
|
(g)(4)
|
|
(h)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William Goggin
|
|
|
$
|
18,300
|
|
$
|
8,960
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
27,260
|
|
|
Chairman
|
|
|
|
|
|
Duane Carr
|
|
|
$
|
14,900
|
|
$
|
6,395
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
21,295
|
|
|
Director
|
|
|
|
|
|
Thomas Dickinson
|
|
|
$
|
17,350
|
|
$
|
6,395
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
49,586
|
|
$
|
73,331
|
|
|
Director
|
|
|
|
|
|
David Fultz
|
|
|
$
|
15,150
|
|
$
|
6,400
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
21,550
|
|
|
Director
|
|
|
|
|
|
Jeff Gardner
|
|
|
$
|
20,150
|
|
$
|
6,467
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
26,617
|
|
|
Director and Compensation Chair
|
|
|
|
|
|
Edward Grant
|
|
|
$
|
22,250
|
|
$
|
7,670
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
29,920
|
|
|
Director and Audit Chair
|
|
|
|
|
|
David Roslund
|
|
|
$
|
17,800
|
|
$
|
6,400
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
24,200
|
|
|
Director
|
|
|
|
|
|
Samuel Smith
|
|
|
$
|
17,600
|
|
$
|
6,400
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
24,000
|
|
|
Director
|
|
|
|
|
|
Thomas R. Sullivan
|
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
|
|
Director
|
|
|
|
|
|
|
(1)
|
Compensation
includes earnings for both the corporate board and bank board fees, as well as
any committees the director serves on.
|
|
|
(2)
|
Represents
shares provided as retainers for both corporate and bank board services, which
are unrestricted shares of common stock valued at the market price on the grant
date.
|
|
|
(3)
|
The
Firstbank Corporation deferred compensation plan does not guarantee any
income stream at retirement/termination. Each participant recommends the
investment of their account balances in a similar line up of funds as the
company’s 401(k) plan. There are no above market earnings as each
participant bears the investment risk and return of the various securities
they have recommended.
|
|
|
(4)
|
Mr.
Dickinson received a cash payment of $49,586, in January, 2008 as required
pursuant to the termination of the ICNB Directors Deferred Compensation
Plan as agreed to in the 2007 acquisition of ICNB Financial Corporation.
|
SECTION 16(a) BENEFICIAL
OWNERSHIP REPORTING COMPLIANCE
The
Exchange Act requires the Corporation’s directors, officers and persons who own more
than 10% of the Corporation’s common stock to file reports of ownership and changes
in ownership with the Securities and Exchange Commission (the “SEC”). SEC
regulations require such reporting persons to furnish the Corporation with copies of all
such reports they file. Based solely on its review of the copies of such forms received by
it, or written representations from certain reporting persons that no filings were
required for those persons, the Corporation believes that from January 1, 2008 through
December 31, 2008, its directors, officers and greater than 10% shareholders complied with
all applicable filing requirements.
18
CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS
Directors
and officers of the Corporation and their associates were customers of, and had
transactions with, the Corporation’s subsidiary banks in the ordinary course of
business between January 1, 2008 and December 31, 2008. All loans and commitments included
in such transactions were made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions with other
persons and did not involve more than the normal risk of collectibility or present other
unfavorable features. All loans to directors, officers and their associates were current
as of December 31, 2008.
The
Corporation and its subsidiary banks are subject to Federal Reserve Board Regulation O
which governs extensions of credit by the Corporation’s banks to any executive
officer, director or principal shareholder of the Corporation or its banks. We have
established processes for reviewing and approving related party transactions. Related
party transactions are approved by the Board of Directors of the appropriate entity and
the related person does not participate in the deliberations or vote respecting approval
or ratification of the related party transaction. We disclose related party transactions
in our proxy statement to the extent required by the Securities and Exchange Commission.
RELATIONSHIP WITH
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The
financial statements of the Corporation for the year ended December 31, 2008, have been
examined by Plante & Moran, PLLC, certified public accountants, as independent
auditors of the Corporation for the 2008 fiscal year. A representative of Plante &
Moran, PLLC will be at the annual meeting of shareholders and will have an opportunity to
make a statement and be available to answer appropriate questions.
Audit
Fees.
The following table shows the fees for professional services of Plante &
Moran, PLLC, for audit and other services they
provided to Firstbank for 2008 and 2007:
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit Fees (1)
|
|
|
$
|
217,487
|
|
$
|
221,300
|
|
|
Audit-Related Fees (2)
|
|
|
|
14,150
|
|
|
4,000
|
|
|
Tax Fees (3)
|
|
|
|
28,925
|
|
|
54,100
|
|
|
All Other Fees (4)
|
|
|
|
10,000
|
|
|
10,000
|
|
|
(1)
|
Includes
the aggregate fees billed for professional services rendered by Plante
& Moran, PLLC for the audit of Firstbank’s annual financial statements, and
review of financial statements included in Firstbank’s quarterly
reports on Form 10-Q. Included in 2008 and 2007 audit fees, are aggregate
fees billed for the audit of the Corporation’s Sarbanes/Oxley section
404 compliance for internal controls.
|
|
(2)
|
Principally
review of purchase price allocation for the ICNB merger in 2007.
|
|
(3)
|
Principally
tax compliance services (including U.S. federal and state tax returns),
review of quarterly tax computations and consultations regarding various
tax strategies.
|
|
(4)
|
All
Other Fees are charges associated with review of SEC documents and
computations related to consultation regarding the audit of FBMI Risk
Management Services, Inc., and acquisition document review (2007 only).
|
The
Audit Committee’s policy is to pre-approve all audit services and non-audit services
that are to be performed for Firstbank by its independent auditors. Under the Audit
Committee’s policy, authority to pre-approve permitted services has been delegated to
the Audit Committee chairman who can act alone for circumstances when pre-approval is not
obtained from the full Audit Committee. Any pre-approval by the delegated authority is
required to be reported to the Audit Committee at its next meeting. For 2008 and 2007, all
of the services described in the table above were pre-approved by the Audit Committee.
19
SHAREHOLDER PROPOSALS
Shareholder
proposals intended to be presented at the 2010 annual meeting must be received by the
Corporation for inclusion in its proxy statement and form of proxy relating to that
meeting by November 7, 2009. Shareholder proposals should be made in accordance with Rule
14a-8 promulgated under the Securities Exchange Act of 1934, as amended, and should be
addressed to Samuel G. Stone, Secretary, Firstbank Corporation, 311 Woodworth Avenue,
Alma, Michigan 48801. Proxies to be solicited by the Corporation to vote at the annual
meeting of shareholders to be held in 2009 may confer discretionary authority on the
persons named as proxies to vote on any matter if the Corporation does not have notice of
the matter by February 1, 2009.
MISCELLANEOUS
We
will furnish to any shareholder (without charge) a copy of our Annual Report on Form 10-K
for the fiscal year ended December 31, 2008 as filed with the Securities and Exchange
Commission, except for exhibits, upon written or oral request to Firstbank Corporation,
Attention: Samuel G. Stone, Secretary, 311 Woodworth Avenue, Alma, Michigan, 48801;
telephone: 989-466-7328.
The
Board of Directors does not know of any other business to be presented to the Annual
Meeting and does not intend to bring other matters before the Annual Meeting. However, if
any other matters properly come before the Annual Meeting, it is intended that the persons
named in the Proxy will vote thereon according to their best judgment and interest of the
company. No other shareholder has informed the Company of any intention to propose any
other matter to be acted upon at the Annual Meeting. Accordingly, the persons named in the
accompanying Proxy are allowed to exercise their discretionary authority to vote upon any
such proposal without the matter having been discussed in this Proxy Statement.
20
REVOCABLE PROXY
FIRSTBANK CORPORATION
[X] PLEASE MARK YOUR VOTES AS
IN THIS EXAMPLE
THIS PROXY IS SOLICITED
ON BEHALF OF THE BOARD OF DIRECTORS
For Annual Meeting of
Shareholders
On April 27, 2009
The undersigned, a shareholder of
FIRSTBANK CORPORATION, hereby appoints THOMAS R. SULLIVAN and SAMUEL G. STONE as proxies,
each with full power to act without the other and to appoint his substitute and hereby
authorizes them to represent and vote as designated hereon, all shares of Firstbank
Corporation that the undersigned is entitled to vote at the Annual Meeting of Shareholders
of Firstbank Corporation to be held April 27, 2009 and at any adjournment thereof.
Please be sure to sign and date this
Proxy in the box below. Date _____________, 2009
__________________________________________________________________________________
Shareholder sign above Co-holder (if any) sign above
|
1.
|
IN THE ELECTION OF DIRECTORS
(except as marked to the contrary below):
|
For
[ ]
|
Withhold
[ ]
|
For All Except
[ ]
|
Jeff A. Gardner
David D. Roslund
Thomas R. Sullivan
INSTRUCTION: To withhold authority to
vote for any individual nominee, mark “For All Except” and write that
nominee’s name in the space provided below.
_________________________________
|
2.
|
To provide advisory approval of Firstbank's executive compensation program.
|
For
[ ]
|
Against
[ ]
|
Abstain
[ ]
|
|
3.
|
Upon all matters which may properly
come before the meeting, including
matters incident to the conduct of the
meeting or any adjournments thereof.
|
For
[ ]
|
Against
[ ]
|
Abstain
[ ]
|
THIS PROXY WHEN
PROPERLY EXECUTED WILL BE VOTED IN A MANNER DIRECTED HEREIN BY THE BELOW SIGNED
SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” ALL
NOMINEES LISTED IN ITEM 1, AND IN THE PROXIES’ DISCRETION ON OTHER MATTERS WHICH
PROPERLY COME BEFORE THE MEETING.
Please sign exactly as
your name appears hereon. When shares are held by joint tenants, both should sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in full corporate name by
president or other authorized officer. If a partnership or limited liability company,
please sign in partnership or company name by authorized person.
Detach above card, sign, date and
mail in postage paid envelope provided.
FIRSTBANK CORPORATION
PLEASE MARK/SIGN, DATE
AND RETURN THIS PROXY
PROMPTLY USING THE ENCLOSED ENVELOPE
IF YOUR ADDRESS HAS CHANGED, PLEASE
CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND RETURN THIS PORTION WITH THE PROXY IN
THE ENVELOPE PROVIDED.
_______________________
_______________________
_______________________
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