<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[X] Definitive Proxy Statement RULE 14C-5(D)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
BRYN MAWR BANK CORPORATION
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
BRYN MAWR BANK CORPORATION
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) 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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] 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.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
BRYN MAWR BANK CORPORATION
801 LANCASTER AVENUE
BRYN MAWR, PENNSYLVANIA 19010-3396
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON TUESDAY, APRIL 16, 1996
To Our Shareholders:
Notice is hereby given that the Annual Meeting of Shareholders of Bryn Mawr
Bank Corporation (the "Corporation") will be held at The American College, 270
Bryn Mawr Avenue, Bryn Mawr, Pennsylvania on Tuesday, April 16, 1996, at 2:00
P.M., for the following purposes:
1. To elect one director to serve a two year term, and three directors to
serve four year terms and until their successors are duly elected and take
office.
2. To ratify the appointment of Coopers & Lybrand L.L.P. as the
independent certified public accountants for Bryn Mawr Bank Corporation for
the year 1996.
In their discretion the proxies are authorized to act upon such other
matters as may properly come before the meeting. Reference is made to the
accompanying Proxy Statement for details with respect to the foregoing
matters. Only shareholders of record at the close of business on March 1,
1996, are entitled to notice of, and to vote at, the Annual Meeting and any
adjournment or postponement thereof. Such shareholders may vote in person or
by proxy.
By Order of the Board of Directors
of Bryn Mawr Bank Corporation
/s/ Samuel C. Wasson
Samuel C. Wasson, Jr.
Secretary
Bryn Mawr, Pennsylvania
March 8, 1996
IMPORTANT NOTICE
TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, PLEASE COMPLETE, DATE,
SIGN, AND PROMPTLY MAIL THE ENCLOSED PROXY CARD IN THE RETURN ENVELOPE. NO
POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES. ANY SHAREHOLDER GIVING A
PROXY HAS THE POWER TO REVOKE IT AT ANY TIME PRIOR TO ITS USE FOR ANY PURPOSE.
ANY SHAREHOLDER WHO IS PRESENT AT THE MEETING MAY WITHDRAW THEIR PROXY PRIOR
TO ITS USE FOR ANY PURPOSE AND VOTE IN PERSON.
<PAGE>
PROXY STATEMENT
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
Introduction......................................................... 1
Matters to be Considered at the Annual Meeting of Shareholders..... 1
Date, Time and Place of Annual Meeting............................. 1
Record Date and Voting............................................. 1
Other Matters...................................................... 2
Security Ownership of Certain Beneficial Owners...................... 2
The Corporation's and Bank's Boards of Directors..................... 2
General Information About the Corporation's and Bank's Boards of
Directors......................................................... 2
Information About Committees of the Corporation's Board of
Directors......................................................... 3
Meetings of Corporation's Board and its Committees................. 3
Information About Committees of the Bank's Board of Directors...... 4
Meetings of Bank's Board and its Committees........................ 4
Boards of Directors Compensation................................... 4
Biographical Information About Corporation's Directors--Information
About Security Holdings of Corporation's Directors and of the
Corporation's Directors and Executive Officers as a Group........... 6
Corporation's and Bank's Executive Officers.......................... 8
Executive Compensation............................................... 9
General Disclosure Considerations Concerning Executive
Compensation...................................................... 9
Executive Compensation............................................. 9
Summary Compensation Table......................................... 10
Change of Control Agreements....................................... 11
Aggregated Option Exercises and Year-End Option Value Table........ 12
Stock Option and Stock Appreciation Rights Plan.................... 12
Executive Deferred Bonus Plan...................................... 13
Pension Plan....................................................... 13
Pension Benefit Table.............................................. 14
Supplemental Employee Retirement Plan.............................. 15
Bryn Mawr Bank Corporation Thrift and Savings Plan................. 15
Certain Relationships and Related Transactions..................... 16
Stock Price Performance Graph........................................ 16
Compensation Committee Report........................................ 17
Executive Compensation Policy Principles........................... 17
Elements of Executive Compensation Program......................... 17
Salary Compensation and Fringe Benefits............................ 17
Stock Options...................................................... 18
Executive Compensation Decisions for 1995.......................... 18
Factors and Criteria on which the Chief Executive Officer's
Compensation was based in 1995.................................... 18
The Compensation Committees........................................ 18
Proposal 1--Election of Directors.................................... 19
Nominees for Directors............................................. 19
Proposal 2--Ratification of Appointment of Independent Certified
Public Accountants.................................................. 20
Other Business....................................................... 20
Shareholder Proposals for 1997....................................... 20
Additional Information............................................... 21
</TABLE>
<PAGE>
PROXY STATEMENT
FOR THE ANNUAL MEETING OF
BRYN MAWR BANK CORPORATION
TO BE HELD ON
APRIL 16, 1996
INTRODUCTION
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is being furnished to shareholders of Bryn Mawr Bank
Corporation (the "Corporation") in connection with the solicitation of proxies
by the Corporation for use at the Corporation's Annual Meeting of Shareholders
to be held on Tuesday, April 16, 1996, at 2:00 P.M., or any adjournment or
postponement thereof (the "Annual Meeting"). At the Annual Meeting, the
shareholders will consider and vote upon (1) the election of one director to
serve for a term of two years and until the Annual Meeting in 1998 and three
directors to serve for a term of four years each and until the Annual Meeting
in 2000 or until their successors are elected and take office; and (2) to
ratify the appointment of Coopers & Lybrand L.L.P. as the independent
certified public accountants for the Corporation for the year 1996. The
proxies are authorized to transact such other business as may properly come
before the Annual Meeting or any adjournment or postponement thereof. The
approximate date upon which this Proxy Statement and the Proxy are to be
mailed to shareholders is March 8, 1996. The address of the executive office
of the Corporation is 801 Lancaster Avenue, Bryn Mawr, Pennsylvania 19010-
3396.
DATE, TIME AND PLACE OF ANNUAL MEETING
The Annual Meeting will be held on Tuesday, April 16, 1996, at 2:00 P.M., at
The American College, 270 Bryn Mawr Avenue, Bryn Mawr, Pennsylvania.
RECORD DATE AND VOTING
The Board of Directors of the Corporation has fixed the close of business on
March 1, 1996 as the date for determining holders of record of Corporation's
Common Stock, par value $1.00 per share, entitled to notice of and to vote at
the Annual Meeting or any adjournment or postponement thereof. Each holder of
record is entitled to one vote per share on the matters to be considered at
the Annual Meeting.
The holders of a majority of the outstanding shares of Corporation's Common
Stock, present either in person or by proxy, will constitute a quorum for the
transaction of business at the Annual Meeting. As of March 1, 1996, there were
2,190,380 shares of Corporation's Common Stock outstanding/(1)/.
Shares represented by properly executed proxies will be voted in accordance
with the directions indicated in the proxies unless such proxies have
previously been revoked. Each properly executed proxy on which no voting
directions are indicated will be voted in favor of the adoption of the
proposals recommended by management of the Corporation, and in the discretion
of the proxy agents as to any other matters which may properly come before the
Annual Meeting. A proxy may be revoked by a shareholder at any time prior to
its use for any purpose by giving written notice of such revocation to Samuel
C. Wasson, Jr., the Secretary of the Corporation, at the executive office of
the Corporation, 801 Lancaster Avenue, Bryn Mawr, Pennsylvania 19010-3396 or
by appearing in person at the Annual Meeting and asking to withdraw the proxy
prior to its use for any purpose so that the shareholder can vote in person. A
later dated proxy revokes an earlier dated proxy.
The Corporation does not know at this time of any business, other than that
stated in this Proxy Statement, which will be presented for action at the
Annual Meeting. If any unanticipated business is properly brought before the
Annual Meeting, the proxy agents will vote in accordance with their best
judgment.
- --------
/(1)/ The data in the Proxy Statement concerning the outstanding shares of the
Corporation reflect a 2 for 1 stock split which occurred on December 29,
1995.
<PAGE>
OTHER MATTERS
The Corporation will bear the entire cost of soliciting proxies for the
Annual Meeting. In addition to the use of the mails, proxies may be solicited
by personal interview, telephone, telefax and telegram, by the directors,
officers and employees of the Corporation and by the Corporation's wholly-
owned subsidiary, The Bryn Mawr Trust Company (the "Bank"). Arrangements have
been made with brokerage houses and other custodians, nominees and fiduciaries
for forwarding proxy material to beneficial owners of the Corporation's Common
Stock held of record by such persons, and the Corporation will reimburse them
for their expenses in doing so.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information known to the Corporation,
as of February 15, 1996, with respect to the only persons to the Corporation's
knowledge, who may be beneficial owners of more than 5% of the Corporation's
Common Stock.
<TABLE>
<CAPTION>
PERCENTAGE OF
AMOUNT AND NATURE OF OUTSTANDING
BENEFICIAL OWNERSHIP CORPORATION
NAME AND ADDRESS OF CORPORATION COMMON STOCK
OF BENEFICIAL OWNER COMMON STOCK OWNED
------------------- -------------------- -------------
<S> <C> <C>
Thomas J. Carroll 214,200(1) 9.77%
Patrickswell
Post Office Box 488
Middleburg, VA 22117
George W. Connell 110,000 5.02%
621 Pembroke Road
Bryn Mawr, PA 19010-3613
</TABLE>
- --------
(1) Fourteen Thousand (14,000) of the shares reported as beneficially owned by
Mr. Carroll are owned Two Thousand (2,000) shares each by his seven (7)
children who do not reside in his home. Mr. Carroll disclaims beneficial
ownership of such shares.
THE CORPORATION'S AND BANK'S
BOARDS OF DIRECTORS
The By-Laws of the Corporation provide that the Corporation's business shall
be managed by a Board of Directors of not less than eight and not more than
twelve directors. The Corporation's Board, as provided in the By-Laws, is
divided into four classes of directors, with each class being as nearly equal
in number as possible. The Board of Directors has fixed the number of
directors at twelve, with three members in Class I, three members in Class II,
three members in Class III, and three members in Class IV. Under the
Corporation's By-Laws, persons elected by the Board of Directors to fill a
vacancy on the Board serve as directors for a term expiring with the next
annual meeting of shareholders, unless the directors are appointed by the
Board after the shareholder record date for that meeting, in which case the
person serves as a director until the annual meeting of shareholders following
that meeting. The directors in each class serve terms of four years each,
unless appointed or elected to fill an unexpired term of office, and until
their successors are elected, qualified and take office.
GENERAL INFORMATION ABOUT THE CORPORATION'S AND BANK'S BOARDS OF DIRECTORS
The Corporation's Board of Directors meets at least quarterly and during
1995 the Corporation's Board of Directors held thirteen meetings. The Bank's
Board of Directors was scheduled to meet at least monthly and during 1995 held
twelve meetings.
2
<PAGE>
INFORMATION ABOUT COMMITTEES OF THE CORPORATION'S BOARD OF DIRECTORS
The Committees of the Corporation's Board of Directors are the Executive,
Audit, Compensation, Nominating, Insurance and Pension Committees.
The Executive Committee, comprised of Sherman R. Reed, 3rd (Chairman),
Darrell J. Bell, Richard B. Cuff, William Harral, III, Phyllis M. Shea and
Robert L. Stevens, meets when called together to discuss and act upon matters
which require action prior to the next meeting of the Corporation's Board of
Directors and exercises the authority and powers of the Board of Directors at
intervals between meetings of the Board of Directors insofar as may be
permitted by law. During 1995 the Executive Committee did not hold any
meetings.
The Audit Committee, comprised of Darrell J. Bell (Chairman), Eleanor Carson
Donato, Sherman R. Reed, 3rd and Thomas A. Williams, meets at least once a
year to make or cause to be made a complete examination of the books, papers
and affairs of the Corporation and its subsidiaries and to consider such other
matters as may be required by law. The Audit Committee employs independent
certified public accountants as it deems necessary to make such examination.
During 1995 the Audit Committee held five meetings.
The Compensation Committee, comprised of Richard B. Cuff (Chairman), Darrell
J. Bell, William Harral, III and B. Loyall Taylor, Jr. meets to discuss
compensation matters, including determining the numbers of stock options to be
distributed pursuant to the Corporation's Stock Option and Stock Appreciation
Rights Plan. During 1995 the Compensation Committee held two meetings.
The Nominating Committee, comprised of Sherman R. Reed, 3rd (Chairman),
William Harral, III, Phyllis M. Shea, Robert L. Stevens and B. Loyall Taylor,
Jr. meets, when necessary, to consider and nominate candidates to serve as
directors of the Corporation. During 1995 the Nominating Committee held two
meetings. The Committee will consider director nominees recommended by the
shareholders. In submitting a recommendation shareholders should send to the
Secretary of the Corporation biographical information about the candidate,
together with a statement of the candidate's qualifications and any other data
supporting the recommendation. If it is determined that the candidate has no
conflicts of interest or directorships with other companies that would
disqualify the candidate from serving as a director, the candidate's name will
be presented to the Nominating Committee for consideration.
The Insurance Committee, comprised of Eleanor Carson Donato (Chairman),
William Harral, III, B. Loyall Taylor, Jr. and Samuel C. Wasson, Jr. meets to
review and discuss insurance coverages. During 1995 the Insurance Committee
held one meeting.
The Pension Committee, comprised of Phyllis M. Shea (Chairman), Warren W.
Deakins, Eleanor Carson Donato, William Harral, III, Peter H. Havens, Robert
L. Stevens, B. Loyall Taylor, Jr. and Thomas A. Williams meets to discuss the
administration by the Bank of the Corporation's pension plan. During 1995 the
Pension Committee held one meeting.
MEETINGS OF CORPORATION'S BOARD AND ITS COMMITTEES
The total number of meetings of the Corporation's Board of Directors which
were held in 1995 was thirteen meetings. All of the incumbent directors, who
were directors during 1995 (i) attended at least seventy-five percent (75%) of
the aggregate of the total number of meetings of the Board of Directors, and
(ii) all directors attended at least seventy-five percent (75%) of the total
number of meetings held by all committees of the Board on which the director
served, except William Harral, III, who during 1995 was unable to attend one
Pension Committee meeting and Phyllis M. Shea who during 1995 was unable to
attend one Compensation Committee meeting.
3
<PAGE>
INFORMATION ABOUT COMMITTEES OF THE BANK'S BOARD OF DIRECTORS
The Committees of the Bank's Board of Directors are the Executive, Audit,
Trust and Compensation Committees.
The Executive Committee, comprised of Sherman R. Reed, 3rd (Chairman),
Richard B. Cuff, Eleanor Carson Donato, Phyllis M. Shea and Robert L. Stevens,
meets to review loans and to exercise the authority and powers of the Bank's
Board of Directors at intervals between meetings of the Board of Directors
insofar as may be permitted by law. The Committee meets twice each month. The
Committee held twenty-four meetings during 1995.
The Audit Committee, comprised of Darrell J. Bell (Chairman), Eleanor Carson
Donato, Sherman R. Reed, 3rd and Thomas A. Williams, meets at least twice a
year to make or cause to be made a complete examination of the books, papers,
and affairs of the Bank, and to consider such other matters as may be required
by law. The Audit Committee employs independent certified public accountants
as it deems necessary to make such examination. The Committee held five
meetings during 1995.
The Trust Committee, comprised of Phyllis M. Shea (Chairman), Warren W.
Deakins, Eleanor Carson Donato, William Harral, III, Peter H. Havens, Robert
L. Stevens, B. Loyall Taylor, Jr. and Thomas A. Williams, meets monthly and
has general supervision over the Trust Department and over that Department's
investments. The Committee held thirteen meetings during 1995.
The Compensation Committee, comprised of Richard B. Cuff (Chairman), Darrell
J. Bell, William Harral, III and B. Loyall Talyor, Jr. meets to discuss
compensation matters and to approve salaries for officers and bonuses for the
chief executive officer, the other officers named in the Summary Compensation
Table and certain other officers, subject to ratification by the Board of
Directors. The Committee held two meetings in 1995.
MEETINGS OF BANK'S BOARD AND ITS COMMITTEES
The total number of meetings of the Bank's Board of Directors which were
held in 1995 was twelve. All incumbent directors (i) attended at least
seventy-five percent (75%) of the aggregate of the total number of meetings of
the Board of Directors, and (ii) attended at least seventy-five percent (75%)
of the total number of meetings held by all committees of the Board on which
the director served, except William Harral, III who during 1995 was unable to
attend one Trust Committee meeting.
BOARDS OF DIRECTORS COMPENSATION
During 1995, each non-officer director was paid an annual retainer of
$6,000, payable $1,500 each calendar quarter. In addition each non-officer
director was paid a fee of $750 for attendance at each Board meeting and $250
for attending any Board committee meeting. A separate attendance fee is not
paid for attending a Corporation Board meeting held on a Bank Board meeting
day.
Under the Corporation's Non-Employee Directors Stock Option Plan, each non-
employee director of the Corporation during the years 1996, 1997 and 1998 will
be granted options to purchase 1,000 shares(/2/) of Corporation stock. The
purchase price of the stock is the fair market value based on the last sales
price of the stock on the third business day following the date of the
Corporation's Annual Meeting. Each stock option may be exercised within ten
(10) years from the date of grant. Only directors who are elected or appointed
to the Board at or before the Corporation's 1998 Annual Meeting may
participate in the Directors' Stock Option Plan.
- --------
(/2/) Originally, the directors were each granted options to purchase 500 shares
of stock but, as provided in the Non-Employee Directors Plan, the options
granted were adjusted to reflect the 2 for 1 stock split which took place
on December 29, 1995.
4
<PAGE>
Under the Deferred Payment Plan for Directors of the Corporation (the
"Corporation's Directors' Deferred Plan"), directors of the Corporation may
elect, prior to receipt, to defer payment of all or part of their directors'
compensation. Amounts deferred are payable, as determined by the director (i)
at the termination of the respective director's service to the Corporation; or
(ii) the reaching of age 65, or a specified date. Such payments may be made in
a lump sum or in up to 5 annual installments. In the event of a director's
death before all amounts credited to his/her Corporation's Directors' Deferred
Plan were paid, the Corporation shall pay the balance due the director in one
lump sum as the director shall have designated by notice in writing, filed
with the Secretary of the Corporation, or, in the absence of such designation,
to the director's estate. Amounts deferred were credited to an unfunded
directors' deferred compensation account and interest for each calendar year,
or part thereof, at a rate equal to the earnings (including increases and
decreases in value) on one of the funds under the Corporation's Thrift and
Savings Plan, as elected by the director by December 31 of the prior year, was
credited and compounded quarterly. In 1994, the Corporation established a
trust with the Trust Department of the Bank into which funds were deposited
which constitute the assets of the trust.
Under the Deferred Payment Plan for Directors of the Bank (the "Bank's
Directors' Deferred Plan"), directors of the Bank may elect, prior to receipt,
to defer payment of all or part of their directors' compensation. Amounts
deferred are payable, as determined by the director (i) at the termination of
the respective directors' service to the Bank; or (ii) the reaching of age 65,
or a specified date. Such payments may be made in a lump sum or in up to 5
annual installments. In the event of a director's death before all amounts
credited to his/her Bank's Directors' Deferred Plan were paid, the Bank shall
pay the balance due the director in one lump sum as the director shall have
designated by notice in writing, filed with the Secretary of the Bank, or, in
the absence of such designation, to the director's estate. Amounts deferred
were credited to an unfunded directors' deferred compensation account and
interest for each calendar year, or part thereof, at a rate equal to the
earnings (including increases and decreases in value) on one of the funds
under the Corporation's Thrift and Savings Plan, as elected by the director by
December 31 of the prior year, was credited and compounded quarterly. In 1994,
the Bank established a trust with the Trust Department of the Bank into which
funds were deposited which constitute the assets of the trust.
5
<PAGE>
BIOGRAPHICAL INFORMATION ABOUT CORPORATION'S DIRECTORS--INFORMATION
ABOUT SECURITY HOLDINGS OF CORPORATION'S DIRECTORS AND OF THE
CORPORATION'S DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP
The following table sets forth certain biographical information and
information regarding beneficial ownership of shares of Corporation's Common
Stock as of March 1, 1996, for each of the Corporation's directors, for the
executive officers as a group and for all directors and executive officers as
a group. Other than as indicated below, each of the persons named below has
been employed in their present principal occupation for the past five years.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENTAGE
OWNERSHIP OF OUTSTAND-
AS OF ING CORPORATION
NAME, PRINCIPAL OCCUPATION AND AGE AS OF DIRECTOR MARCH 1, COMMON STOCK
BUSINESS EXPERIENCE FOR PAST FIVE YEARS MARCH 1, 1996 SINCE(1) 1996(2)(3) OWNED
---------------------------------------- ------------- -------- ---------- ---------------
<C> <S> <C> <C> <C> <C>
CONTINUING DIRECTORS
Class I
The terms of the following directors will
expire in 1999:
1. Sherman R. Reed, 3rd 67 1973 28,124* 1.28%
Builder and Developer,
President, Sher-Ree,
Inc.
2. Phyllis M. Shea 63 1980 5,380* .25%
Attorney-at-Law, Shea
and Shea
3. Thomas A. Williams 60 1992 2,200* .10%
Vice President,
Secretary/Treasurer,
Houghton International,
Inc., a specialty
chemical company, since
1991; previously
Executive Vice
President, Cyprus
Mineral Company 1989-
1990 and President and
Chief Executive
Officer, Cyprus Foote
Mineral Company 1987 to
1989
NOMINEES FOR DIRECTORS
Class II
The terms of the following directors expire
in 1996 and if elected to a new term will
expire in 2000:
1. Peter H. Havens 41 1986 2,361### .11%
Executive Vice President
of the Bank and head of
Trust Division since
May 1995(4)
2. Robert L. Stevens 58 1974 85,226# 3.89%
Chairman of Corporation
and Bank since December
of 1995, President and
Chief Executive Officer
of the Corporation
since its formation in
1986, President and
Chief Executive Officer
of the Bank since
January, 1980 and prior
to that, its Executive
Vice President since
1968
3. B. Loyall Taylor, Jr. 49 1986 5,566+ .25%
President, Taylor Gifts,
Inc., mail order
catalog sales
</TABLE>
- --------
* Includes 1,000 shares which the director has the right to acquire by
exercise of stock options granted under the Corporation's Non-Employee
Directors Stock Option Plan.
# Includes 57,640 shares which Mr. Stevens and 17,000 shares which Mr. Wasson
have the right to acquire through exercise of stock options granted under
the Corporation's Stock Option and Stock Appreciation Rights Plan and 15,598
shares held by Mr. Stevens based on his interest in the Corporation's Thrift
and Savings Plan and 761 shares held by Mr. Havens based on his interest in
the Corporation's Executive Deferred Bonus Plan.
## Mr. Havens disclaims beneficial ownership of 1,000 shares held in trust for
the benefit of his wife, Louise A. Havens, 150 shares held in trust for his
daughter, Victoria L. Havens, and 150 shares held in trust for the benefit
of his son, Robert H. Havens, who reside in Mr. Havens' household.
+ Includes 3,300 shares held by Mr. Taylor, based on his interest in the
Bank's and Corporation's Deferred Payment Plans for directors.
6
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENTAGE
OWNERSHIP OF OUTSTAND-
AS OF ING CORPORATION
NAME, PRINCIPAL OCCUPATION AND AGE AS OF DIRECTOR MARCH 1, COMMON STOCK
BUSINESS EXPERIENCE FOR PAST FIVE YEARS MARCH 1, 1996 SINCE(1) 1996(2)(3) OWNED
---------------------------------------- ------------- -------- ---------- ---------------
<C> <S> <C> <C> <C> <C>
CONTINUING DIRECTORS
Class III
The terms of the following directors expire in 1997:
1. Warren W. Deakins 57 1990 3,000* .14%
Self-employed insurance
sales since January
1993, President and
Chief Executive
Officer, Fidelity
Mutual Group, a life
insurance company, from
September 1989 until
January 1993 and, prior
thereto, President and
Chief Operating Officer
from October, 1984
2. Eleanor Carson Donato 68 1986 1,600 .07%
President and Owner of
C.N. Agnew, Realtor,
Inc., real estate
brokerage, 1975 to
present
3. Samuel C. Wasson, Jr. 57 1982 18,803# .86%
Secretary of the Bank
and Corporation since
January of 1992; Vice
President of the
Corporation since its
formation in 1986 until
January 1992; Executive
Vice President of the
Bank since November
1993 and Treasurer from
1980 until November
1993; prior to that, a
Vice President of the
Bank since 1969
CONTINUING DIRECTORS
Class IV
The terms of the following directors expire
in 1998:
1. Darrell J. Bell 56 1990 2,200* .10%
Consultant to Main Line
Health, Inc. since
November 1994, Senior
Vice President Main
Line Health, Inc. from
October 1993 until
November 1994 President
and Chief Executive
Officer, from June,
1987 until October 1,
1993, The Bryn Mawr
Hospital, and prior
thereto, from April,
1977, Executive Vice
President and Chief
Operating Officer of
the Hospital
2. Richard B. Cuff 64 1983 7,176* .33%
President, Cuffco, Inc.,
Cobb & Lawless Service
Co., Inc. and Main Line
Appliances & Custom
Kitchens LTD.,
electrical contracting,
service and retail
sales
NOMINEE FOR DIRECTOR:
3. William Harral, III 56 1995++ 1,000 .05%
President and Chief
Executive Officer Bell
Atlantic-Pennsylvania,
Inc., since November,
1994; previously Vice
President and Chief
Financial Officer from
May, 1989
Executive officers as a
group (10 persons) 142,135 6.49%
All directors and
executive officers as a
group (19 persons) 198,381 9.06%
</TABLE>
- -------
++ Pursuant to the requirements of the Corporation's By-Laws, Mr. Harral has
been nominated and is standing for election to the Corporation's Board of
Directors as a Class IV director to fill the remainder of Thomas J.
Farrell's term which expires at the Annual Shareholders Meeting in 1998.
Mr. Farrell resigned from the Board based on a personal decision to focus
his attention on other business affairs.
7
<PAGE>
Footnote Information Concerning Directors
(1) Reference to service on the Boards of Directors refers to the Bank only
prior to 1986 and to the Bank and Corporation since 1986.
(2) The number of shares "beneficially owned" in each case includes 100 shares
which each director must own to qualify as a director of the Corporation,
and also includes, when applicable, shares owned beneficially, directly or
indirectly, by the spouse or minor children of the director, and shares
owned by any other relatives of the director residing with the director.
None of the directors holds title to any shares of the Corporation of
record which such director does not own beneficially.
(3) The Corporation does not know of any person having or sharing voting power
and/or investment power with respect to more than 5% of the Corporation's
Common Stock other than Thomas J. Carroll and George W. Connell. (See
"Security Ownership of Certain Beneficial Owners").
(4) Mr. Havens also serves as a director of Presidio Oil Company of Denver,
Colorado and Nobel Education Dynamics, Inc. formerly known as Rocking
Horse Child Care Centers of America, Inc. of Cherry Hill, New Jersey.
None of the directors is a party to any contract, arrangement or
understanding with respect to any of the Corporation's Common Stock, other
than in connection with (i) the Corporation's Stock Option and Stock
Appreciation Rights Plan, and (ii) the Corporation's Non-Employee Directors
Stock Option Plan.
CORPORATION'S AND BANK'S EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
current executive officers of the Corporation and Bank as of March 1, 1996:
<TABLE>
<CAPTION>
CORPORATION
STOCK
NAME, PRINCIPAL OCCUPATION AGE AS OF BENEFICIALLY
AND BUSINESS EXPERIENCE MARCH 1, 1996 OFFICE WITH THE CORPORATION AND/OR BANK OWNED
FOR PAST 5 YEARS ------------- --------------------------------------- ------------
<S> <C> <C> <C>
Robert L. Stevens....... 58 Chairman, President and Chief 85,226#
Executive Officer and Director of
Corporation and Bank
Peter H. Havens(1)...... 41 Executive Vice President of Bank-- 2,361+
Trust and Director of Corporation
and Bank
Samuel C. Wasson, Jr.... 57 Secretary and Director of Corporation 18,803#
and Executive Vice President--
Loans, Secretary and Director of
Bank
Robert J. Ricciardi..... 47 Vice President of Corporation and 13,069#+
Executive Vice President of Bank--
Community Banking
Joseph W. Rebl.......... 51 Treasurer of Corporation and Treasurer 9,780#
and Senior Vice President of Bank--
Finance
Paul M. Kistler, Jr.(2) 59 Senior Vice President of Bank--Human 3,082#
....................... Resources, Facilities and Marketing
Thomas M. Petro(3)...... 37 Senior Vice President of Bank-- 4,072#
Information Management
Joseph G. Keefer(4)..... 37 Senior Vice President of Bank-- 942#
Commercial and Real Estate Lending
Donald B. Krieble(5).... 52 Senior Vice President of Bank-- 4,800#
Consumer Credit Services
Leo M. Stenson.......... 45 Vice President and Auditor of Bank 0
</TABLE>
- --------
Footnote Information Concerning Executive Officers
# Includes exercisable stock options and/or the interests of the executive
officers held in the Corporation's Thrift and Savings Plan stated in terms
of the Corporation's shares.
+ Includes interests of the executive officer held in the Corporation's
Executive Deferred Bonus Plan stated in terms of the Corporation's shares.
8
<PAGE>
- --------
(1) Mr. Havens was appointed by the Bank as the Executive Vice President in
charge of the Trust Division of the Bank on May 1, 1995. Prior to joining
the Bank, Mr. Havens was Manager of Kewanee Enterprises, a private
investment company since April of 1982. Mr. Havens has been a director of
the Bank and Corporation since 1986.
(2) Mr. Kistler was retained by the Bank as a human resources consultant in
November 1992 and was appointed Senior Vice President--Human Resources and
Facilities in January 1993 and in April of 1993 assumed responsibility for
the Bank's marketing function. Formerly Mr. Kistler was employed by
Philadelphia National Bank in various capacities including Secretary of
the Board of Directors; CoreStates Financial Corporation as Manager,
CoreSearch; and as a consultant.
(3) Mr. Petro was appointed a Vice President of the Bank in January 1992 and
Senior Vice President--Information Management in November of 1993. Mr.
Petro was the President of Profit Research Consulting, Inc., a wholly
owned subsidiary of the Corporation, from its formation in June 1990 until
it ceased operations in December 1992. Formerly Mr. Petro was Assistant
Vice President and Manager of Management Science Associates, Inc. since
September 1986.
(4) Mr. Keefer was employed by the Bank as Vice President of Commercial Loans
in March 1991 and appointed Senior Vice President Commercial and Real
Estate Lending in June of 1994. Formerly, Mr. Keefer was employed by First
Pennsylvania Bank N.A. (now merged into CoreStates Bank, N.A.) since 1980
in various lending capacities including Divisional Vice President.
(5) Mr. Krieble was employed by the Bank as Vice President of Consumer Credit
Services in August 1992 and appointed Senior Vice President in June of
1994. Formerly Mr. Krieble was a Senior Vice President--consumer loan
administration with Meridian Bank since 1968.
EXECUTIVE COMPENSATION
GENERAL DISCLOSURE CONSIDERATIONS CONCERNING EXECUTIVE COMPENSATION
The Corporation believes that its shareholders should be provided clear and
concise information about the compensation of the Bank's executives and the
reasons the Bank's Board of Directors(/3/) made decisions concerning executive
compensation, consistent with the Securities and Exchange Commission's (the
"Commission") proxy statement disclosure rules regarding disclosure of
executive compensation.
The format and content of the information set forth below is intended to
enable the Corporation's shareholders to understand the rationale and criteria
for the Corporation's and Bank's executive compensation program and the
compensation paid to the named executives and its other executives and key
employees.
The Corporation welcomes shareholder comment on whether the objective--to
provide information to the Corporation's shareholders that is useful and
clearly stated--has been met. Please send any comments or suggestions for
further improvements in disclosure to Samuel C. Wasson, Jr., Secretary at 801
Lancaster Avenue, Bryn Mawr, Pennsylvania 19010-3396.
EXECUTIVE COMPENSATION
The following information relates to all plan and non-plan compensation
awarded to, earned by, or paid to (i) Robert L. Stevens, the Chairman and
Chief Executive Officer of the Bank, and (ii) the Bank's four (/4/) most
highly compensated executive officers, other than Mr. Stevens, who were
serving as executive officers of the Bank at December 31, 1995 (Mr. Stevens
and such officers, are hereinafter sometimes referred to as the "Named
Executive Officers").
The following information reflects bonus compensation earned by the Named
Executive Officers during 1995 and paid to them in January 1996. Any
compensation earned by the Named Executive Officers during 1996 will be
reported in the proxy statement for the Corporation's 1997 Annual Meeting of
Shareholders.
- --------
(/3/) The Corporation's executives are not compensated for their services to the
Corporation rather, because the Bank is the principal subsidiary of the
Corporation, they are compensated as officers of the Bank.
9
<PAGE>
SUMMARY COMPENSATION TABLE
The disclosure regarding the compensation of the Bank's executives includes
the following table that sets forth the compensation paid to the Named
Executive Officers during the last three fiscal years.(/4/)
<TABLE>
<CAPTION>
ANNUAL COMPENSATION(1)
----------------------
STOCK
NAME AND OPTIONS / ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(2) SARS COMPENSATION(3)
------------------ ---- -------- -------- --------- ---------------
($) ($) (#) ($)
<S> <C> <C> <C> <C> <C>
Robert L. Stevens............ 1995 $215,070 $70,000 0 $6,300
Chairman, President and Chief
Executive Officer 1994 203,442 30,000 40,000 6,000
1993 188,229 37,000 14,600 5,550
Peter H. Havens.............. 1995 117,387 40,000 0 0
Executive Vice President-- 1994 0 0 0 0
Trust
1993 0 0 0 0
Samuel C. Wasson, Jr......... 1995 117,360 40,000 0 3,450
Executive Vice President--
Loans and Secretary 1994 107,293 18,000 10,000 3,150
1993 102,551 20,000 4,200 3,007
Robert J. Ricciardi.......... 1995 98,722 33,000 0 2,850
Executive Vice President-- 1994 98,048 18,000 8,000 2,850
Community Banking
1993 90,458 20,000 2,800 2,635
Thomas M. Petro.............. 1995 97,160 38,000 0 2,850
Senior Vice President--Infor- 1994 87,121 16,000 8,000 2,550
mation Management
1993 72,007 15,000 1,600 2,100
</TABLE>
- --------
(1) A Table for Long-Term Compensation, including an Other Annual Compensation
column is not included because no compensation of this nature is paid by
the Corporation or the Bank and the restricted stock awards and long term
incentive payouts columns are not included in the Compensation Table since
these benefits are not made available by the Corporation or the Bank.
(2) Based on an incentive plan related to Corporation earnings for 1993, 1994,
and 1995, bonuses were awarded to the Named Executive Officers in January
1994, 1995 and 1996.
(3) The Corporation maintains the Bryn Mawr Bank Corporation Thrift and
Savings Plan which was amended and restated to comply with Section 401(k)
of the U.S. Internal Revenue Code, effective January 1, 1985. The amended
Thrift Plan allows employees of each participating employer to contribute,
on a pre-tax basis, up to 16% of their annual base compensation, as
defined in the Plan, but not to exceed $9,500 in 1996. Quarterly, each
participating employer matches the employees' contribution dollar for
dollar to a maximum of 3% of the employee's annual compensation and such
amount is included in All Other Compensation.
- --------
(/4/) The Commission's compensation disclosure rules require the use, where
applicable, of a series of tables to describe various types of
compensation paid to the specified executive officers. The use of a
specific table or column in a table is not required by the Commission's
rules if no compensation was paid or awarded to the named executives. Only
the tables or columns required to be used by the Commission's rules,
because of the compensation paid to the specified executive officers, have
been used in this Proxy Statement.
10
<PAGE>
CHANGE OF CONTROL AGREEMENTS
In 1991, at the recommendation of the Corporation's Compensation Committee,
the Corporation's Board of Directors approved Executive Severance Change-of-
Control Agreements (the "Agreements") with certain of its Executive Officers.
In 1995, the Corporation's Board of Directors determined to revise the
Agreements (the "Revised Agreements") and to enter into Revised Agreements
with the Named Executive Officers and certain other Executive Officers
(collectively the "covered officers"). The Revised Agreements were approved by
the outside members of the Board of Directors.
The Board of Directors believes that the Revised Agreements assure fair
treatment of the covered officers since benefits provided are comparable to
termination benefits afforded by other companies to secure and retain key
officers. Furthermore, by assuring the officers some financial security, the
Revised Agreements protect the Corporation's shareholders by tending to
neutralize any bias of these officers in considering proposals to acquire the
Corporation. The Board believes that these advantages outweigh the
disadvantage of the potential cost of the benefits.
The Revised Agreements, which are between the Bank and each of the covered
officers, provide for a lump sum severance benefit if such officers'
employment are terminated under certain circumstances within two years
following a "change of control" (as defined in the Revised Agreements) of the
Corporation. Such circumstances include termination of employment other than
for "cause" (as defined in the Revised Agreements) or the resignation of such
officer following a significant reduction in the nature or scope of his/her
authority, duties or responsibilities, removal from their position as an
officer of the Corporation or Bank, reduction in base salary of the officer in
effect immediately prior to the change of control, revocation or reduction of
benefits payable to the officer under the Corporation's or Bank's benefit
plans, without obtaining the officer's written consent thereto, transfer of
the officer to a location outside the greater Philadelphia area or the general
area of the officer's principal residence, immediately prior to the change of
control, or the officer being required to undertake business travel
substantially greater than his/her business travel immediately prior to the
change of control.
The severance benefit consists of (a) an amount in cash equal to three (3)
times the officer's salary in effect either immediately prior to the
termination of employment or immediately prior to the change of control,
whichever is higher, (b) an amount equal to the excess, if any, of the
aggregate fair market value of the Corporation's Common Stock, that is, the
closing price of the Corporation's Common Stock on the last business day the
Common Stock was traded immediately preceding the termination date (the
"Termination Date") of the officer's employment, subject to outstanding and
unexercised stock options, whether vested or unvested, granted to the officer
under the Corporation's Stock Option and Stock Appreciation Rights Plan, over
the aggregate exercise price of all such stock options, (c) to the extent not
heretofore paid, the officer's salary through the Termination Date and the
officer's salary in lieu of any unused vacation, (d) an amount equal to all
awards earned by the officer in respect of completed plan periods prior to the
Termination Date for the Corporation's Thrift and Savings Plan and the Bank's
annual bonus plan, and payment in respect of such plans for the uncompleted
fiscal year during which termination of employment occurs, (e) the cost to
continue or cause to be continued until thirty-six (36) whole months for the
covered officers after the Termination Date, on the cost-sharing basis in
effect immediately prior to the change of control, the medical, dental, life
and disability insurance benefits substantially equivalent in all material
respects to those furnished by the Bank to the officers immediately prior to
the change of control, provided, however, that the obligation of the Bank to
provide such benefits shall cease at such time as the officer is employed on a
full-time basis by a party not owned or controlled by the officer, that
provides the officer, substantially the same benefits on substantially the
same cost-sharing basis as that between the Bank and the officer in effect
immediately prior to the change of control, (f) for both vesting and benefit
calculation purposes, credit with 3 additional, "years of credited service",
(as defined in the Corporation's Pension Plan), for the covered officers under
the Corporation's Pension Plan and Supplemental Employee Retirement Plan, in
addition to the years of credited service that would have otherwise been
calculated by reference solely to the Termination Date, and (g) the cost of
reasonable career counseling services for the covered officer. To the extent
necessary to provide the covered officers with the additional years of
credited service obtainable under the Revised Agreements, the Corporation has
agreed to amend its Supplemental Employee Retirement Plan or create such
supplemental retirement plans as are necessary.
11
<PAGE>
The Revised Agreements terminate in 1998 but are automatically extended for
additional one year periods unless the Bank provides written notice to cancel.
The terms of outstanding Revised Agreements cannot end prior to the expiration
of two years after the occurrence of a Change of Control regardless of any
notice by the Bank to cancel.
In addition to the severance benefits outlined above, each covered officer
would be entitled to receive all other compensation and benefits payable
generally in the event of termination of employment. The aggregate amount of
all such compensation and benefits is subject to a limitation designed to
allow the Bank and Corporation to deduct, for federal income tax purposes, any
payments made pursuant to the Revised Agreements. The Corporation may
terminate each officer's employment, without liability, under the respective
Revised Agreements for cause as defined therein.
The amount of severance salary benefits each of the Named Executive Officers
would be entitled to, pursuant to the Revised Agreements, if an event which
triggered the payment occurred on the date of the Proxy Statement, is as
follows: Messrs. Stevens $630,000, Havens $540,000, Wasson $345,000, Ricciardi
$285,000 and Petro $285,000. The total of such severance salary benefit
payments for all covered officers would be $2,861,526.
AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUE TABLE
The following table sets forth, with respect to each exercise of stock
options during 1995 by each of the Named Executive Officers and the year-end
value of unexercised options on an aggregated basis: (i) the name of the
executive officer (column (a)); (ii) the number of shares received upon
exercise, or, if no shares were received, the number of securities with
respect to which the options were exercised (column (b)); (iii) the aggregate
dollar value realized upon exercise (column (c)); (iv) the total number of
unexercised options held at December 31, 1995, separately identifying the
exercisable and unexercisable options (column (d)); and (v) the aggregate
dollar value of in-the-money, unexercised options held at December 31, 1995,
separately identifying the exercisable and unexercisable options (column (e)).
As of December 31, 1995, there were no stock appreciation rights outstanding.
AGGREGATED OPTION EXERCISES IN 1995 AND DECEMBER 31, 1995 OPTION VALUES(1)
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
(#) UNEXERCISED OPTIONS ($) IN-THE-MONEY OPTIONS
SHARES ACQUIRED VALUE ------------------------- -------------------------
NAME IN EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert L. Stevens....... -- -- 57,640 38,360 703,948 380,922
Peter H. Havens(2)...... 1,000 1,875 -- -- -- --
Samuel C. Wasson, Jr.... -- -- 17,000 9,560 207,608 93,962
Robert J. Ricciardi..... -- -- 5,680 7,720 61,076 75,814
Thomas M. Petro......... -- -- 2,240 7,380 21,728 72,592
</TABLE>
- --------
(1) Based upon $26.00 per share market value at December 31, 1995.
(2) Mr. Havens exercised Non-Employee Director options after he became an
officer of the Bank and before the options would expire because he was no
longer a non-employee director.
STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN
In 1993 the Corporation's Board of Directors adopted and in 1994 the
Corporation's shareholders approved a restated Bryn Mawr Bank Corporation 1986
Stock Option and Stock Appreciation Rights Plan (the "Plan"). The
Corporation's Board of Director's Compensation Committee (the "Committee"),
composed of four non-management directors, who are ineligible to receive
grants under the Plan, is authorized to grant stock options
12
<PAGE>
("Option(s)") and stock appreciation rights ("SAR(s)") to key officers
(hereinafter called "officer(s)") of the Bank selected by the Committee. Up to
180,720 shares of the Corporation's Common Stock may be issued under the Plan,
subject to adjustment for stock dividends, stock splits and other similar
corporate transactions.
An Option gives the officer the right to purchase a certain number of shares
of the Corporation's Common Stock for a specified price during a specified
period. Options may be either incentive stock options ("ISOs") or nonqualified
stock options, each of which, as described below, results in different federal
income tax consequences to the officer and the Corporation. An officer may
receive the value of an SAR in cash, shares of the Corporation's Common Stock,
or a combination of both, as determined by the Committee. The "value" of an
SAR is equal to the excess of the market price of each share of the
Corporation's Common Stock on the date of exercise over the market price on
the date of grant subject to the limitation that the value of the SAR may not
exceed 200% of the market price on the date of grant. SARs may be granted only
in conjunction with a nonqualified stock option as determined by the
Committee.
Options and SARs may not be exercised before one year from the date of grant
and may not be exercised more than three months after employment terminates
for any reason other than death, disability or retirement of the officer in
which case the officer or the officer's successor in interest, as provided in
the relevant option agreement, shall have the right to exercise the Option
within twelve months of the date of termination of the employment with respect
to any nonqualified stock option or SAR and within twelve months of the date
of death or disability with respect to an ISO, unless the Committee provides
otherwise at the time of grant. Options and SARs may not have a term of more
than ten years, and may not have an exercise price less than the fair market
value of the Corporation's Common Stock on the date of grant.
If the Committee approves, an officer may pay the exercise price of an
Option in shares of the Corporation's Common Stock, which have been held by
the officer for at least one year, having an aggregate fair market value (at
the date of exercise) equal to the exercise price, or in any combination of
cash and Corporation's Common Stock. Officers, who have Options should consult
their tax advisers for the federal, state and local tax consequences in their
specific circumstances.
During 1995, stock options were not granted to any of the Bank's or
corporation's officers.
EXECUTIVE DEFERRED BONUS PLAN
In 1989, the Corporation established the Deferred Bonus Plan (the "Plan"),
which permits executives of the Bank annually to defer all or a portion of any
bonus (the "Deferred Compensation") which the executives may be awarded. The
executives who are eligible to participate in the Plan are selected annually
by the Board of Directors of the Bank. The Plan is an unfunded non-qualified
plan and the Plan funds are held in a trust administered by the Bank's Trust
Department. Under the Plan the participating executives may elect to invest
the Deferred Compensation in a collective investment money market fund, income
common trust fund or diversified common trust fund, an international equity
fund or in the Corporation's common stock. Participants may elect to defer the
receipt of the Deferred Compensation until (i) January of the following year
or (ii) retirement or separation from employment. In certain very limited
circumstances involving a hardship, as defined in the Plan, participants may
request withdrawal of his/her Deferred Compensation. The right to receive
future payments under the Plan is an unsecured claim against the general
assets of the Corporation. Payments of Deferred Compensation may be made only
in cash or Corporation stock as provided in the Plan.
PENSION PLAN
In December 1989, the Corporation assumed sponsorship of the Bank's non-
contributory pension plan (the "Pension Plan") and amended the Pension Plan to
cover the eligible employees of the Corporation and the Bank, (the
"Employer"). Currently only Bank employees are eligible for benefits under the
Plan. Employees of the Bank (collectively called the "participants") become
eligible to participate in the Pension Plan on January 1st following their
attainment of 20 1/2 years of age and performance of six (6) months of service
during which 500
13
<PAGE>
hours of service are credited, as those terms are defined in the Pension Plan.
Benefits under the Pension Plan are paid from a trust for which the Bank is
Trustee. The payments are made monthly under various options provided for in
the Pension Plan, selected by the participants. For funding purposes it is the
Corporation's policy to fund amounts necessary to maintain the actuarial
soundness of the Pension Plan. The Pension Plan is fully funded and therefore,
based on ERISA funding requirements, no contribution was needed or allowed in
1995. The net periodic pension cost is computed on the basis of accepted
actuarial methods which include the current year service cost and prior years
costs, which are amortized over a 4 year period. The Bank's net periodic
pension cost for 1993, 1994 and 1995 was ($106,048), ($45,080), and $122,027,
respectively, increasing the unfunded accrued pension expense for accounting
purposes to $198,451 as of December 31, 1995.
The Corporation's actuaries indicate that the amount of the contribution,
payment or accrual with respect to a participant is not and cannot readily be
separately or individually calculated under the actuarial cost method used in
determining aggregate contribution requirements for the Corporation's Pension
Plan. Covered compensation is the basic rate of salary paid to a participant
including bonus and overtime.
Set forth below is a table of annual pension benefits based on the rates of
salary in various years of service categories for participants retiring at age
65 in 1995.
PENSION BENEFIT TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
------------------------------------------------------------
FINAL AVERAGE
SALARY 15 20 25 30 35 40
- ------------- -- -- -- -- -- --
<S> <C> <C> <C> <C> <C> <C>
$ 20,000 $ 3,900 $ 5,200 $ 6,500 $ 7,800 $ 9,100 $ 10,400
40,000 8,775 11,700 14,625 17,550 20,475 23,075
60,000 14,175 18,900 23,625 28,350 33,075 36,975
80,000 19,575 26,100 32,625 39,150 45,675 50,875
100,000 24,975 33,300 41,625 49,950 58,275 64,775
120,000 30,375 40,500 50,625 60,750 70,875 78,675
140,000 35,775 47,700 59,625 71,550 83,475 92,575
160,000 39,444 52,615 65,787 78,958 92,129 102,148
180,000 44,290 59,192 74,094 88,996 103,898 115,263
200,000 49,137 65,769 82,402 99,035 115,667 120,000*
</TABLE>
- --------
* Maximum benefit permitted by Internal Revenue Code, as amended.
Differences in the pension benefit table exist because the Pension Plan is
integrated with Social Security benefits, and participants with less income
receive a greater portion of their retirement benefits from Social Security.
The goal of the Pension Plan is to provide long-term participants with annual
benefits from both the Pension Plan and Social Security approximating 60% of
their highest average five year annual compensation.
Benefits paid by the Plan are based on the participants highest average
consecutive five year annual compensation, as defined in the Plan, in the ten
years prior to participant's retirement. The estimated benefits for the
executive officers named in the Summary Compensation Table were based on each
officer's 1995 compensation and do not take into consideration any future
increases in compensation and are straight life annuity amounts which would be
actuarially reduced for a 100% joint and survivor annuity to the officer and
the officer's spouse.
For the Named Executive Officers in the Summary Compensation Table, the
estimated annual benefits upon normal retirement at age 65 under the Pension
Plan are as follows: Robert L. Stevens, $120,000, Samuel C. Wasson, Jr.,
$76,638, Robert J. Ricciardi, $68,306, Thomas M. Petro, $57,110 and Peter H.
Havens, $57,600. Messrs. Stevens, Wasson, Ricciardi, Petro and Havens, have
36, 30, 20, 5 and 0, credited years of service, respectively, under the
Pension Plan.
14
<PAGE>
SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN
Current Federal law places certain limitations on the amount of retirement
income that can be paid pursuant to a pension plan qualified under the
Internal Revenue Code, such as the Corporation's Pension Plan. As of December
31, 1995, Mr. Stevens is the only executive officer participating in the
Pension Plan who, based on service to date, would be affected by such
limitations. The Corporation has adopted the Bryn Mawr Bank Corporation
Supplemental Employee Retirement Plan, an unfunded supplemental plan which is
designed to provide those amounts which would be payable as pension benefits,
except for such limitations under the Internal Revenue Code, which will be
paid by the Corporation out of operating funds.
BRYN MAWR BANK CORPORATION THRIFT AND SAVINGS PLAN
In December of 1989, the Corporation assumed sponsorship of the Bank's
Thrift and Savings Plan and amended the plan to cover eligible employees of
the Corporation and the Bank, (the "Employer"). An employee of the Corporation
or the Bank, (collectively called the "participants") becomes eligible to
participate in the Bryn Mawr Bank Corporation Thrift and Savings Plan (the
"Thrift Plan") on January 1st following his/her attainment of 20 1/2 years of
age and performance of six (6) months of service during which 500 hours of
service are credited as those terms are defined in the Thrift Plan.
Participants may elect to have what would otherwise be his/her compensation
reduced and cause the amount of such reduction to be contributed, on his/her
behalf, to the Thrift Plan's related trust in an amount from 1% to 16% of
his/her compensation. The Employer makes a dollar for dollar matching
contribution, up to 3% of each participant's compensation. All participants
may elect to contribute after-tax dollars to the Thrift Plan's related trust
in an amount from 1% to 10% of his/her compensation but the Employer will not
match such contributions. In any Thrift Plan year the Employer may make
contributions to the participants' discretionary accounts in the Thrift Plan
of such portions of its net profits as the Employer's Board of Directors may
determine, subject to certain limitations in the Thrift Plan.
The Thrift Plan permits a participant to cause the participant's account
balance to be invested in one or more of five different investment funds,
including an investment in the Corporation's Common Stock. As of December 31,
1995, the Thrift Plan's related trust held 46,236 shares of Corporation's
Common Stock for the benefit of 64 participants. Each such participant or
beneficiary owns an undivided interest in the whole of the Corporation's
Common Stock Fund of the Thrift Plan. Under the terms of the Thrift Plan and
its related trust agreement, the trustee possesses the power and authority to
vote the Corporation's Common Stock.
15
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Some of the directors and executive officers of the Bank and the companies
with which they are associated were customers of, and had banking transactions
with, the Bank in the ordinary course of its business during 1995. All loans
and commitments to lend were made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons. In the opinion of Bank management, the loans
and commitments did not involve more than a normal risk of collectability or
present other unfavorable features.
STOCK PRICE PERFORMANCE GRAPH/1)/
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
AMONG BRYN MAWR BANK CORPORATION,
NASDAQ MARKET VALUE INDEX AND PEER GROUP INDEX
[LINE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Bryn Mawr Bank Cp Industry Index Broad Market
<S> <C> <C> <C>
1990 100.00 100.00 100.00
1991 58.52 133.08 128.38
1992 156.62 166.65 129.64
1993 227.91 207.03 155.50
1994 226.31 196.56 163.26
1995 380.61 298.47 211.77
</TABLE>
- --------------------------------------------------------------------------------
- --.-- Bryn Mawr Bank Corporation
- --*-- NASDAQ Market Value Index
- --+-- Peer Group Index -- prepared by Media General Financial Services based
on total return of one hundred and forty-five financial institutions
located in the Middle Atlantic States for which trading data is available
for at least five years.
- --------------------------------------------------------------------------------
ASSUMES $100 INVESTED ON JANUARY 1, 1991
ASSUMES DIVIDEND REINVESTED THROUGH
FISCAL YEAR ENDING DECEMBER 31, 1995
/1)/ Graph prepared by Media General Financial Services
16
<PAGE>
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Bank's Board of Directors (the "Bank
Compensation Committee") is composed entirely of independent outside directors
(see Information About Committees of the Bank's Board of Directors). The Bank
Compensation Committee is responsible for setting and administering the Bank's
compensation policies, including those which govern salary and the bonus
program applicable to the Bank's executive officers including the Named
Executive Officers.
The Compensation Committee of the Corporation's Board of Directors (the
"Corporation Compensation Committee") is composed entirely of independent
outside directors (see Information About Committees of the Corporation's Board
of Directors). The Corporation's Compensation Committee is responsible for
setting and administering the policies which govern the grant to key Bank
personnel of options to purchase the Corporation's stock including the Named
Executive Officers.
EXECUTIVE COMPENSATION POLICY PRINCIPLES
The Bank's compensation policy is designed to (i) retain and attract highly
qualified key executives essential to the long-term success of the Bank and
Corporation; (ii) reward such executives for consistent successful management
of the Bank and enhancement of shareholder value; and (iii) create a
performance-oriented environment that rewards performance not only with
respect to the Bank's goals but also the Bank's performance in relation to
comparable industry performance levels.
The Bank's Compensation Committee annually considers the Bank's economic
performance in terms of its asset diversification and quality, expense levels,
net income, capital accumulation and retention, return on equity and other
relevant criteria used in the financial services industry and seeks to relate
those considerations to the Bank's performance and each executive's
performance of his duties.
The Bank's executive compensation program, established by the Bank
Compensation Committee, is based on the belief that each executive officer's
compensation should bear a relationship to the business success of the Bank
and Corporation, the value of the Corporation's stock and any significant
accomplishments by that executive officer.
ELEMENTS OF EXECUTIVE COMPENSATION PROGRAM
The Bank's total compensation program for its executive officers currently
consists of base salary, a fringe benefit package, and an opportunity,
depending on the Bank's annual earnings and other economic criteria, to obtain
a cash bonus and options to purchase Corporation stock at the market price or
a premium above the market price determined by the Corporation's Compensation
Committee when such options are awarded.
SALARY COMPENSATION AND FRINGE BENEFITS
The salary compensation is competitive with other financial institutions in
the Delaware Valley and is combined with a fringe benefit package designed to
retain and attract experienced and highly professional banking personnel. Each
Named Executive Officer's salary is based on that person's level of management
responsibility at the Bank and performance of duties and rather than being
reviewed annually, will be reviewed every second year and the Named Executive
Officers will be reviewed at the end of 1996 with salary adjustments being
implemented in 1997. Salary increases were not granted to the Bank's Named
Executive Officers for 1996.
The Bank's officers, including the Named Executive Officers, have an
opportunity to be awarded a cash bonus based in large measure on the economic
performance of the Bank on an annual basis and each individual officer's
accomplishment of his/her designated responsibilities and goals. Bonuses paid
to the Named Executive Officers, which were determined on the basis of the
Bank's earnings performance in 1995 and paid in January of 1996, reflected the
Bank's continued earnings improvement.
17
<PAGE>
STOCK OPTIONS
Stock options were awarded to the Bank's executive officers, including the
Bank's Named Executive Officers, in 1993 and 1994 but no stock options were
awarded in 1995. No additional stock options will be awarded unless approved
by the Corporation's Compensation Committee.
EXECUTIVE COMPENSATION DECISIONS FOR 1995
The Bank Compensation Committee evaluated the Bank's business performance
for 1995 and determined, based on such performance and the criteria outlined
above, that bonuses were merited by the Named Executive Officers.
FACTORS AND CRITERIA ON WHICH THE CHIEF EXECUTIVE OFFICER'S COMPENSATION WAS
BASED IN 1995
The Bank Compensation Committee meets annually, without Mr. Stevens, being
present, to evaluate his performance and review his compensation package. The
Bank Compensation Committee reports on that evaluation to the independent
directors of the Board. Mr. Stevens is eligible to participate in all
executive compensation programs available to all other executives.
As indicated in the foregoing discussion concerning the principles upon
which the Bank's compensation policy is based, the Bank's economic performance
and the performance by Mr. Stevens of his duties as Chief Executive Officer
are the essential elements upon which his 1995 compensation was based. Also
considered by the Bank Compensation Committee was the continuing improvement
over the last three (3) years in the Bank's fundamental economic strength.
In determining Mr. Stevens' 1995 annual compensation, specifically the bonus
awarded to Mr. Stevens, the primary economic performance criteria which the
Bank Compensation Committee considered was the fact that the Bank's economic
performance exceeded the economic goals specified in its 1995 plan and that
exceeding its goals resulted in the Bank increasing annual earnings,
accumulating additional capital and increasing regulatory capital ratios, as
well as an increase in value of the Corporation's stock and the dividends paid
on the Corporation's stock.
THE COMPENSATION COMMITTEES
The Bank's and Corporation's Compensation Committees are composed of the
same members consisting of Richard B. Cuff, Darrell J. Bell, William Harral,
III and B. Loyall Taylor, Jr. who each endorsed this report.
Respectfully submitted:
Richard B. Cuff, Chairman
Darrell J. Bell
William Harral, III
B. Loyall Taylor, Jr.
18
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
(ITEM 1 ON THE PROXY CARD)
NOMINEES FOR DIRECTORS
The following directors have been nominated by the Corporation's Board of
Directors for election as directors to serve as follows:
(i)Class II (term to expire in 2000):
Peter H. Havens
Robert L. Stevens
B. Loyall Taylor, Jr.
(ii)Class IV (term to expire in 1998)
William Harral, III
and until their successors are elected and take office.
If one or more of the nominees should, at the time of the Annual Meeting, be
unavailable or unable to serve as a director, the shares represented by the
proxies will be voted to elect any remaining nominee. The Board of Directors
knows of no reason why the nominees will be unavailable or unable to serve as
directors.
----------------
The affirmative vote of the holders of at least a majority of the
Corporation's shares of Common Stock present in person or by proxy at the
Annual Meeting is required for the election of the nominees for directors.
Proxies solicited by the Board of Directors will be voted for nominees listed
above, unless the shareholders specify a contrary choice in their proxies.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES LISTED ABOVE.
19
<PAGE>
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
(ITEM 2 ON THE PROXY CARD)
The firm of Coopers & Lybrand L.L.P. has been appointed by the Board of
Directors to serve as the Corporation's independent certified public
accountants for the fiscal year beginning January 1, 1996. The Board of
Directors of the Corporation is requesting shareholder approval of the
appointment. A partner in the firm will be present at the meeting to answer
questions and will have the opportunity to make a statement, if he so desires.
The firm is presently serving the Corporation and the Bank, as their
independent certified public accountants. Management recommends approval of
this appointment. If the appointment is not approved by a majority of the
shares of Common Stock of the Corporation present in person or by proxy and
entitled to vote at the Annual Meeting, the appointment of the independent
certified public accountants will be reconsidered by the Board of Directors.
The resolution being voted on is as follows:
RESOLVED, that the shareholders of the Corporation ratify and confirm the
appointment of Coopers & Lybrand L.L.P. as the Corporation's independent
certified public accountants for the year 1996.
----------------
The ratification of the selection of the independent certified public
accountants requires the affirmation by vote of at least a majority of the
outstanding shares of Common Stock of the Corporation present in person or by
proxy and entitled to vote at the Annual Meeting. Proxies solicited by the
Board of Directors will be voted for the foregoing resolution, unless
shareholders specify a contrary choice in their proxies.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RESOLUTION RATIFYING THE
APPOINTMENT OF COOPERS & LYBRAND L.L.P. AS THE CORPORATION'S INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS FOR THE YEAR 1996.
OTHER BUSINESS
Management does not know at this time of any other matter which will be
presented for action at the Annual Meeting. If any unanticipated business is
properly brought before the meeting, the proxies will vote in accordance with
their best judgment.
SHAREHOLDER PROPOSALS FOR 1997
The Corporation's Annual Meeting of Shareholders will be held on or about
April 15, 1997. Any shareholder desiring to submit a proposal to the
Corporation for inclusion in the proxy and proxy statement relating to that
meeting must submit such proposal or proposals in writing to the Corporation
before November 14, 1996.
20
<PAGE>
ADDITIONAL INFORMATION
A copy of the Corporation's Annual Report for the fiscal year ended December
31, 1995, containing, among other things, financial statements examined by its
independent certified public accountants was mailed with this Proxy Statement
on or about March 8, 1996 to the shareholders of record as of the close of
business on March 1, 1996.
Upon written request of any shareholder, a copy of the Corporation's Annual
Report on Form 10-K for its fiscal year ended December 31, 1995, including the
financial statements and schedules thereto, required to be filed with the
Securities and Exchange Commission may be obtained, without charge, from the
Corporation's Secretary, Samuel C. Wasson, Jr., 801 Lancaster Avenue, Bryn
Mawr, Pennsylvania 19010-3396.
By Order of the Board of Directors
of
Bryn Mawr Bank Corporation
/s/ Samuel C. Wasson
Samuel C. Wasson, Jr.
Secretary
21
<PAGE>
[LOGO OF BRYN MAWR BANK CORPORATION APPEARS HERE]
ANNUAL SHAREHOLDERS MEETING APRIL 16, 1996
Proxy is Solicited on Behalf of the Board of Directors of
Bryn Mawr Bank Corporation
The undersigned shareholder of Bryn Mawr Corporation (the "Corporation")
hereby appoints Thomas M. Petro, Joseph W. Rebl and Robert J. Ricciardi as
Proxies, each with the power to appoint his substitute, and hereby authorizes
each of them to represent and to vote all the shares of stock of the Corporation
held of record by the undersigned on March 1, 1996, at the Corporation's Annual
Meeting of Shareholders to be held at 2:00 P.M. on April 16, 1996, at the
American College, 270 Bryn Mawr Avenue, Bryn Mawr, Pennsylvania, and at any
adjournment or postponement thereof.
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment or
postponement thereof.
PLEASE PROMPTLY MARK, DATE AND RETURN THIS PROXY CARD
USING THE ENCLOSED POSTAGE PAID ADDRESSED ENVELOPE.
(Symbol for Right Arrow Appears Here) (OVER)
FOLD AND DETACH HERE
A special invitation to all shareholders...
Think about us as more than an investment. We, if we're not, want to be your
bank!
Let us help you with:
. deposit banking
. investment management
. loans--personal, mortgage, or business
. trustee/executor
. wealth transfer
Call us at 1-800-220-BMTC. "Simply the best service you'll ever find in a
bank."
Sincerely,
/s/ Robert L. Stevens
Robert L. Stevens
Chairman
<PAGE>
- --------------------------------------------------------------------------------
This proxy, when properly executed, will be voted in accordance with the
directions given by the undersigned shareholder. In the absence of other
directions, this proxy will be voted for Proposals 1 and 2 and upon such other
matters as may properly come before the mailing in accordance with the best
judgement of the Proxies.
Please mark
your vote as [X]
indicated in
this example
1. ELECTION OF DIRECTORS: Instruction: To withhold authority to vote for
any individual nominee, strike a line through the
To vote for the election of nominee's name in the list below.
all nominees listed to the (I) The nominee for the Board of Directors for a
right. two year term expiring at the Annual Meeting in
FOR Withhold 1998 is: William Harral, III
Authority (II) The nominees for the Board of Directors for
- ----- ----- a four year term expiring at the Annual Meeting
[ ] [ ] in 2000 are: Peter H. Havens
Robert L. Stevens B. Loyall Taylor, Jr.
2. CONFIRMATION OF AUDITORS
To ratify the appointment of Coopers & Lybrand L.L.P. as the independent
certified public accountants for Bryn Mawr Bank Corporation for the year 1996.
FOR AGAINST ABSTAIN
- ----- ----- -----
[ ] [ ] [ ]
Please sign exactly as name appears. When shares are held by joint tenants,
both should sign. When signing as attorney in-fact, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign full corporate name by President or other authorized officer. If a
partnership, please sign partnership name by an authorized person.
Signature(s)_____________________Signature(s)_____________________Date_____,1996
FOLD AND DETACH HERE
