<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
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
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Bryn Mawr Bank
- --------------------------------------------------------------------------------
(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.
[_] $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:
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(2) Aggregate number of securities to which transaction applies:
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(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:
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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.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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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 15, 1997
To Our Shareholders:
Notice is hereby given that the Annual Meeting of Shareholders of Bryn Mawr
Bank Corporation (the "Corporation") will be held in the Centennial Wing of
The Bryn Mawr Trust Company located at the corner of Lancaster Avenue and
Morton Road, Bryn Mawr, Pennsylvania on Tuesday, April 15, 1997, at 2:00 P.M.,
for the following purposes:
1. To elect 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 1997.
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 3,
1997, 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, Jr.
Samuel C. Wasson, Jr.
Secretary
Bryn Mawr, Pennsylvania
March 10, 1997
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
Section 16(a) Beneficial Ownership Reporting Compliance.............. 2
The Corporation's and Bank's Boards of Directors..................... 2
General Information About the Corporation's and Bank's Boards of
Directors......................................................... 3
Information About Committees of the Corporation's Board of
Directors......................................................... 3
Meetings of Corporation's Board and its Committees................. 4
Information About Committees of the Bank's Board of Directors...... 4
Meetings of Bank's Board and its Committees........................ 4
Boards of Directors Compensation..................................... 5
Directors Fees..................................................... 5
Non-Employee Directors Stock Option Plan........................... 5
Directors' Deferred Payment Plans.................................. 5
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 Plans...................................................... 13
Pension Plan Table................................................. 14
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................................... 18
Factors and Criteria on Which the Chief Executive Officer's
Compensation Was Based............................................ 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 1998....................................... 20
Additional Information............................................... 21
</TABLE>
<PAGE>
PROXY STATEMENT
FOR THE ANNUAL MEETING OF
BRYN MAWR BANK CORPORATION
TO BE HELD ON
APRIL 15, 1997
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 15, 1997, 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 three directors
to serve for a term of four years each and until the Annual Meeting in 2001 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 1997. 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
10, 1997. 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 15, 1997, at 2:00 P.M., in
the Centennial Wing of The Bryn Mawr Trust Company located at Lancaster Avenue
and Morton Road, Bryn Mawr, Pennsylvania.
RECORD DATE AND VOTING
The Board of Directors of the Corporation has fixed the close of business on
March 3, 1997 as the date for determining holders of record of the
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 the 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 3, 1997,
there were 2,205,665 shares of the Corporation's Common Stock outstanding.
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 consideration 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.
<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 10, 1997, 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) 9.71%
Patrickswell
Post Office Box 488
Middleburg, VA 22117
George W. Connell 123,600 5.60%
121 Cheswold Lane
Haverford, PA 19041-1801
</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.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
that the Corporation's director's and executive officers file reports of their
holdings of the Corporation's Common Stock with the Securities and Exchange
Commission (the "Commission") and with the Nasdaq National Market Exchange on
which the Corporation's Common Stock is traded. Based on the Corporation's
records and other information available to it the Corporation believes that
all the Commission's Section 16(a) reporting requirements applicable to the
Corporation's directors and executive officers for the Corporation's fiscal
year ended December 31, 1996 were complied with, except one Form 4 concerning
the purchase of five hundred (500) shares of Corporation Common Stock by
William Harral, III which was filed late.
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.
2
<PAGE>
At their organization meetings in April of 1996 the Boards of Directors of
the Corporation and Bank reorganized and streamlined their Committees to
better enable the Boards' to fulfill their ever changing responsibilities,
including those regarding risk management.
As part of the Committee reorganization the Corporation's Board formed a
Risk Management Committee to review and manage the material business risks
which confront the Corporation. When appropriate the Risk Management Committee
closely coordinates its activities with those of the Audit Committee of the
Board. Also as part of the Committee reorganization the functions of the
Corporation's Nominating and Pension Committees were assumed by its Executive
Committee and the functions of Corporation's Insurance Committee were assumed
by the Risk Management Committee. The Corporation's Nominating, Pension and
Insurance Committees were dissolved.
As part of the Committee reorganization the Bank's Board formed a Risk
Management Committee to review and manage the material business risks which
confront the Bank.
GENERAL INFORMATION ABOUT THE CORPORATION'S AND BANK'S BOARDS OF DIRECTORS
The Corporation's Board of Directors meets at least quarterly and during
1996 the Corporation's Board of Directors held thirteen meetings. The Bank's
Board of Directors was scheduled to meet at least monthly and during 1996 held
twelve meetings.
INFORMATION ABOUT COMMITTEES OF THE CORPORATION'S BOARD OF DIRECTORS
The Committees of the Corporation's Board of Directors are the Executive,
Risk Management, Audit, and Compensation Committees.
The Executive Committee, comprised of Sherman R. Reed, 3rd (Chairman),
Warren W. Deakins, Eleanor Carson Donato, William Harral, III, Robert L.
Stevens and Thomas A. Williams 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 1996 the Executive Committee held
two meetings.
The Executive Committee serves as the Corporation's nominating committee and
in that regard the Committee will consider director nominees recommended by
the shareholders. When submitting a recommendation, shareholders should send
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 of other companies which would
disqualify the candidate from serving as a director, the candidate's name will
be presented to the Executive Committee for consideration.
The Risk Management Committee, established in April of 1996, comprised of
Thomas A. Williams (Chairman), Darrell J. Bell, Richard B. Cuff, Peter H.
Havens, Sherman R. Reed, 3rd, Robert L. Stevens, B. Loyall Taylor, Jr., and
Samuel C. Wasson, Jr., meets monthly to review and manage the material
business risks which confront the Corporation by establishing and monitoring
policies and procedures designed to lead to an understanding of and to
identify, control, monitor and measure the Corporation's material business
risks. During 1996 the Risk Management Committee held eight meetings.
The Audit Committee, comprised of Darrell J. Bell (Chairman), Richard B.
Cuff, Phyllis M. Shea and B. Loyall Taylor, Jr., 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 1996 the Audit Committee held four meetings.
3
<PAGE>
The Compensation Committee, comprised of Sherman R. Reed, 3rd, (Chairman),
Warren W. Deakins, Eleanor Carson Donato, William Harral, III and Thomas A.
Williams 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 1996 the Compensation
Committee held two meetings.
MEETINGS OF CORPORATION'S BOARD AND ITS COMMITTEES
The total number of meetings of the Corporation's Board of Directors which
were held in 1996 was thirteen meetings. All of the incumbent directors, who
were directors during 1996 (i) attended at least seventy-five percent (75%) of
the total number of meetings of the Board of Directors, and (ii) all directors
attended at least seventy-five percent (75%) of the aggregate of the total
number of meetings held by all committees of the Board on which the director
served, except Peter H. Havens.
INFORMATION ABOUT COMMITTEES OF THE BANK'S BOARD OF DIRECTORS
The Committees of the Bank's Board of Directors are the Executive, Risk
Management, Audit, Trust and Compensation Committees.
The Executive Committee, comprised of Sherman R. Reed, 3rd (Chairman),
Warren W. Deakins, Eleanor Carson Donato, William Harral, III, Robert L.
Stevens and Thomas A. Williams, meets when called 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 held
nine meetings during 1996.
The Risk Management Committee comprised of Thomas A. Williams (Chairman),
Darrell J. Bell, Richard B. Cuff, Peter H. Havens, Sherman R. Reed, 3rd,
Robert L. Stevens, B. Loyall Taylor, Jr. and Samuel C. Wasson, Jr. meets
monthly to review and manage the material risks which confront the Bank by
establishing and monitoring policies and procedures to control, monitor and
measure loan quality and concentration, interest rate and market risk, as well
as liquidity risk and other material business risks. During 1996 the Risk
Management Committee held eight meetings.
The Audit Committee, comprised of Darrell J. Bell (Chairman), Richard B.
Cuff, Phyllis M. Shea and B. Loyall Taylor, Jr., 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 four meetings
during 1996.
The Trust Committee, comprised of Phyllis M. Shea (Chairman), Warren W.
Deakins, Eleanor Carson Donato, William Harral, III, Peter H. Havens and
Robert L. Stevens meets monthly and has general supervision over the Trust
Department and over that Department's investments. The Committee held twelve
meetings during 1996.
The Compensation Committee, comprised of Sherman R. Reed, 3rd (Chairman),
Warren W. Deakins, Eleanor Carson Donato, William Harral, III and Thomas A.
Williams 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
1996.
MEETINGS OF BANK'S BOARD AND ITS COMMITTEES
The total number of meetings of the Bank's Board of Directors which were
held in 1996 was twelve. All incumbent directors (i) attended at least
seventy-five percent (75%) of the total number of meetings of the Board of
Directors, and (ii) attended at least seventy-five percent (75%) of the
aggregate of the total number of meetings held by all committees of the Board
on which the director served.
4
<PAGE>
BOARDS OF DIRECTORS COMPENSATION
DIRECTORS FEES
During 1996, 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. During 1996 Mr. Bell attended two
(2), Mr. Cuff attended one (1), Mr. Deakins attended two (2), and Mr. Harral
attended two (2) educational seminars concerning directors duties and were
paid stipends of $250 each for each attendance. Mr. Bell also attended an
additional seminar and was only reimbursed for the expenses of attending the
seminar. A separate attendance fee is not paid for attending a Corporation
Board meeting held on a Bank Board meeting day.
NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
Under the Corporation's Non-Employee Directors Stock Option Plan, each non-
employee director of the Corporation and the Bank during the years 1997 and
1998 will be granted options to purchase 1,000 shares of Corporation Common
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.
DIRECTORS' DEFERRED PAYMENT PLANS
Under the Deferred Payment Plans for directors (the "Plans") a director may
defer receipt of a portion or all of the fees paid for service as a director
of the Corporation and Bank. The Plans are non-qualified plans and the Plans'
funds are held in a trust administered by the Bank's Trust Department. Under
the Plans a participating director may elect to invest the deferred director's
fees in a money market fund, a fixed income mutual fund, equity mutual fund,
international equity mutual fund, or in the Corporation's Common Stock. The
right to receive future payments under the Plans is an unsecured claim against
the general assets of the Corporation. Payments of deferred compensation may
be made only in cash or Corporation Common Stock as provided in the Plans.
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 the Corporation's
Common Stock as of March 3, 1997, 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 PERCENTAGE
NATURE OF OF OUTSTAND-
BENEFICIAL ING CORPORATION
NAME, PRINCIPAL OCCUPATION AND AGE AS OF DIRECTOR OWNERSHIP AS OF COMMON STOCK
BUSINESS EXPERIENCE FOR PAST FIVE YEARS MARCH 3, 1997 SINCE(1) MARCH 3, 1997(2)(3) OWNED
---------------------------------------- ------------- -------- ------------------- ---------------
<C> <S> <C> <C> <C> <C>
CONTINUING DIRECTORS
Class I
The terms of the following directors expire in 1999:
1. Sherman R. Reed, 3rd 68 1973 29,124* 1.32%
Builder and Developer,
President, Sher-Ree,
Inc.
2. Phyllis M. Shea 64 1980 6,380* .29%
Attorney-at-Law, Shea and Shea
3. Thomas A. Williams 61 1992 3,200* .15%
Vice President, Secretary/Treasurer,
Houghton International, Inc., a
specialty chemical company, since
1991
CONTINUING DIRECTORS
Class II
The terms of the following directors expire in 2000:
1. Peter H. Havens 42 1986 2,553#@ .12%
Executive Vice President of the Bank and
head of Trust Division since May
1995(4)
2. Robert L. Stevens 59 1974 92,663# 4.20%
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. 50 1986 9,095+** .41%
President, Taylor Gifts, Inc., mail order
catalog sales
</TABLE>
- --------
* Includes 2,000 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 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 60,560 shares which Mr. Stevens and 17,360 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 16,742
shares held by Mr. Stevens based on his interest in the Corporation's Thrift
and Savings Plan and 953 shares held by Mr. Havens based on his interest in
the Corporation's Executive Deferred Bonus Plan and Thrift and Savings 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 the
benefit of 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 5,829 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 PERCENTAGE OF
NATURE OF OUTSTANDING
BENEFICIAL CORPORATION
NAME, PRINCIPAL OCCUPATION AND AGE AS OF DIRECTOR OWNERSHIP AS OF COMMON STOCK
BUSINESS EXPERIENCE FOR PAST FIVE YEARS MARCH 3, 1997 SINCE(1) MARCH 3, 1997(2)(3) OWNED
---------------------------------------- ------------- -------- ------------------- -------------
<S> <C> <C> <C> <C>
NOMINEES FOR DIRECTORS
Class III
The terms of the following directors expire in 1997 and if
elected to a new term will expire in 2001:
1. Warren W. Deakins 58 1990 4,000* .18%
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++ 69 1986 2,600** .12%
President and Owner of C.N. Agnew, Realtor,
Inc., real estate brokerage, 1975 to present
3. Wendell F. Holland, Esq.++ 45 1997
Vice President Governmental Relations
and Regulatory Affairs for American Water
Works Service Company, Inc. of Voorhees, New
Jersey since December 1996; Counsel to the
law firm of Reed, Smith, Shaw & McClay
from January 1995 until December 1996;
partner with the law firm of LeBoeuf, Lamb,
Greene & MacRae from April 1993 until
January 1995, and Commissioner of the
Pennsylvania Public Utilities Commission
from November 1990 until April 1993(5)
4. Samuel C. Wasson, Jr. 58 1982 19,837# .90%
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 57 1990 3,200* .15%
Retired Senior Vice President Main Line
Health, Inc. from October 1993 until
November 1994, President and Chief
Executive Officer, from June, 1987 until
October 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 65 1983 8,176* .37%
Chairman, Cuffco, Inc., Cobb & Lawless Service
Co., Inc. and Main Line Appliances &
Custom Kitchens LTD., electrical contracting,
service and retail sales
3. William Harral, III 57 1995 2,500** .11%
President and Chief Executive Officer Bell
Atlantic-Pennsylvania, Inc., since November,
1994; previously Vice President and Chief
Financial Officer from May, 1989(6)
Executive officers as a group (8 persons) 140,027 6.35%
All director nominees, directors and executive officers
as a group (18 persons) 208,302 9.44%
</TABLE>
- -------
++ Mr. Holland has been nominated and is standing for election to the
Corporation's Board of Directors as a Class III director to fill the
directorship vacancy caused by Mrs. Donato's retirement.
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 Nobel Education Dynamics, Inc.
formerly known as Rocking Horse Child Care Centers of America, Inc. of
Cherry Hill, New Jersey.
(5) Mr. Holland serves as a director of Allegheny Power Systems, Inc.
(6) Mr. Harral serves as a director of Charter Power Systems, Inc.
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 3, 1997:
<TABLE>
<CAPTION>
CORPORATION
STOCK
NAME, PRINCIPAL OCCUPATION AGE AS OF BENEFICIALLY
AND BUSINESS EXPERIENCE MARCH 3, 1997 OFFICE WITH THE CORPORATION AND/OR BANK OWNED
FOR PAST 5 YEARS ------------- --------------------------------------- ------------
<S> <C> <C> <C>
Robert L. Stevens....... 59 Chairman, President and Chief 92,663#
Executive Officer and Director of
Corporation and Bank
Peter H. Havens(1)...... 42 Executive Vice President of Bank-- 2,553#+
Trust and Director of Corporation
and Bank
Samuel C. Wasson, Jr.... 58 Secretary and Director of Corporation 19,837#
and Executive Vice President--
Loans, Secretary and Director of
Bank
Robert J. Ricciardi..... 48 Vice President of Corporation and 14,970#+
Executive Vice President of Bank--
Community Banking
Joseph W. Rebl.......... 52 Treasurer of Corporation and Treasurer 520#
and Senior Vice President of Bank--
Finance
Paul M. Kistler, Jr.(2) 60 Senior Vice President of Bank--Banking 4,602#
....................... Operations, Human Resources,
Facilities and Information Systems
Thomas M. Petro(3)...... 38 Senior Vice President of Bank-- 4,882#
Marketing
Leo M. Stenson.......... 46 Senior Vice President and Auditor of 0
Bank
</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. Mr. Havens was
Manager of Kewanee Enterprises, a private investment company from 1982
until 1995. 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, in April of 1993 assumed responsibility for
the Bank's marketing function and in August of 1996 assumed responsibility
for the Bank's information systems and banking operations and turned over
responsibility for the Bank's marketing function to Mr. Petro. 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. In
August of 1996 Mr. Petro assumed responsibility for the Bank's marketing
function and turned over responsibility for the Bank's banking operations
and information systems to Mr. Kistler. 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.
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 their
executive compensation, consistent with the Commission's 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 programs 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, 1996 (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 1996 and paid to them in January 1997. Any
compensation earned by the Named Executive Officers during 1997 will be
reported in the proxy statement for the Corporation's 1998 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............ 1996 $213,072 $85,000 0 $4,500
Chairman, President and Chief
Executive Officer 1995 215,070 70,000 0 4,500
1994 203,442 30,000 40,000 4,500
Samuel C. Wasson, Jr......... 1996 117,422 66,000 0 3,450
Executive Vice President--
Loans and Secretary 1995 117,360 40,000 0 3,450
1994 107,293 18,000 10,000 3,150
Joseph W. Rebl............... 1996 96,323 55,000 0 2,820
Senior Vice President--Fi-
nance and Treasurer 1995 96,212 33,000 0 2,820
1994 96,212 14,000 5,000 2,820
Robert J. Ricciardi.......... 1996 98,092 44,000 0 2,850
Executive Vice President--
Community Banking 1995 98,722 33,000 0 2,850
1994 98,048 18,000 8,000 2,850
Thomas M. Petro.............. 1996 97,354 41,500 0 2,850
Senior Vice President--Mar-
keting 1995 97,160 38,000 0 2,850
1994 87,121 16,000 8,000 2,550
</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 1994, 1995,
and 1996, bonuses were awarded to the Named executive officers in January
1995, 1996 and 1997.
(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 1997 and is included in
All Other Compensation. Quarterly, each participating employer matches the
employees' contribution dollar for dollar to a maximum of 3% of the
employee's annual 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 covered officers some financial
security, the Revised Agreements protect the Corporation's shareholders by
tending to neutralize any bias of those 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 covered 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 in cash 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 covered officer's employment, subject to
outstanding and unexercised stock options, whether vested or unvested, granted
to the covered 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 covered 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 covered 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 covered officer is employed on a full-time
basis by a party not owned or controlled by the covered officer, that provides
the covered officer, substantially the same benefits on substantially the same
cost-sharing basis as that between the Bank and the covered 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 Bank may terminate each
covered 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 $660,000, Wasson $375,000, Rebl $300,000, Ricciardi
$300,000 and Petro $300,000. The total of such severance salary benefit
payments for all covered officers would be $3,002,478.
AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUE TABLE
The following table sets forth, with respect to each exercise of stock
options during 1996 by each of the Named Executive Officers and the year-end
value of unexercised options on an aggregated basis: (i) the name of the
executive officer (column (a)); (ii) the number of shares received upon
exercise, or, if no shares were received, the number of securities with
respect to which the options were exercised (column (b)); (iii) the aggregate
dollar value realized upon exercise (column (c)); (iv) the total number of
unexercised options held at December 31, 1996, separately identifying the
exercisable and unexercisable options (column (d)); and (v) the aggregate
dollar value of in-the-money, unexercised options held at December 31, 1996,
separately identifying the exercisable and unexercisable options (column (e)).
As of December 31, 1996, there were no stock appreciation rights outstanding.
AGGREGATED OPTION EXERCISES IN 1996 AND DECEMBER 31, 1996 OPTION VALUES(1)
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
(#) UNEXERCISED OPTIONS ($) 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....... 7,200 93,600 60,560 28,240 753,202 295,068
Samuel C. Wasson, Jr.... 2,160 28,080 17,360 7,040 216,642 72,828
Joseph W. Rebl.......... 6,300 73,350 4,920 3,880 52,274 39,816
Robert J. Ricciardi..... -- -- 7,720 5,680 84,874 58,716
Thomas M. Petro......... -- -- 4,160 5,440 42,672 56,448
</TABLE>
- --------
(1) Based upon $26.50 per share the last bid price for the Common Stock on
December 31, 1996.
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 five (5) non-management directors, who are ineligible to receive
grants under the Plan, is authorized to grant stock options ("Option(s)") and
stock appreciation rights ("SAR(s)") to key officers (hereinafter called
"officer(s)") of the Bank selected by the Committee. Up to 163,800 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.
12
<PAGE>
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 1996, 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
Plan is a non-qualified plan and 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 money market fund, fixed
income mutual fund, equity mutual fund, 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 PLANS
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 1 following their
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 Pension Plan. Benefits under the Pension Plan are paid from a trust for
which the Bank is the 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 1996.
13
<PAGE>
The net periodic pension cost is computed on the basis of accepted actuarial
methods which include the current year service cost. The Bank's net periodic
pension cost for 1994, 1995 and 1996 was ($45,080), $122,027 and $36,675,
respectively, increasing the unfunded accrued pension expense for accounting
purposes to $235,126 as of December 31, 1996.
The Corporation's actuaries indicated 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 1996.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
----------------------------------------------------
REMUNERATION 15 20 25 30 35 40
------------ ------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$125,000............ $31,682 $ 42,242 $ 52,803 $ 63,364 $ 73,924 $ 82,049
150,000............ 38,432 51,242 64,053 76,864 89,674 99,424
175,000............ 45,182 60,242 75,303 90,364 105,424 116,799
200,000............ 51,932 69,242 86,553 103,864 121,174 134,174
225,000............ 58,682 78,242 97,803 117,364 136,924 151,549
250,000............ 65,432 87,242 109,053 130,864 152,674 168,924
275,000............ 72,182 96,242 120,303 144,364 168,424 186,299
300,000............ 78,932 105,242 131,553 157,864 184,174 203,674
325,000............ 85,682 114,242 142,803 171,364 199,924 221,049
350,000............ 92,432 123,242 154,053 184,864 215,674 238,424
375,000............ 99,182 132,242 165,303 198,364 231,424 255,799
</TABLE>
Differences in the pension benefits 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 1996 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.
Currently 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, 1996, 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, a 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. The Plan is a non-
qualified plan and Plan funds are held in a trust administered by the Bank's
Trust Department. The right to receive future payments under the Plan is an
unsecured claim against the general assets of the Corporation.
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, $210,627, Samuel C. Wasson, Jr.,
$92,331, Robert J. Ricciardi, $85,630, Thomas M. Petro, $72,253 and Joseph W.
Rebl, $66,832. Messrs. Stevens, Wasson, Ricciardi, Petro and Rebl, have 37,
31, 21, 6 and 15 credited years of service, respectively, under the Pension
Plan.
14
<PAGE>
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 or July 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 base 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,
1996, the Thrift Plan's related trust held 46,610 shares of the Corporation's
Common Stock for the benefit of 81 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 1996. 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)/
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
AMONG BRYN MAWR BANK CORPORATION
NASDAQ MARKET VALUE INDEX AND PEER GROUP INDEX
FISCAL YEAR ENDING
COMPANY 1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
BRYN MAWR BANK CORP 100 267.65 389.47 389.74 650.41 706.26
PEER GROUP INDEX 100 125.23 155.57 147.70 224.28 317.65
NASDQ MARKET VALUE INDEX 100 100.98 121.13 127.17 164.96 204.98
</TABLE>
Peer Group Index -- prepared by Media General Financial Services based on total
return of one hundred and forty-one 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, 1992
ASSUMES DIVIDEND REINVESTED THROUGH
FISCAL YEAR ENDED DECEMBER 31, 1996
/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 will be reviewed
annually.
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 1996 and paid in January of 1997, 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 1994 but no stock options were awarded in
1995 or 1996. No additional stock options will be awarded unless approved by
the Corporation's Compensation Committee.
EXECUTIVE COMPENSATION DECISIONS
The Bank Compensation Committee evaluated the Bank's business performance
for 1996 and determined, based on such performance and the criteria outlined
above, that in January of 1997 salary increases be granted and bonuses be
awarded to the Named Executive Officers.
FACTORS AND CRITERIA ON WHICH THE CHIEF EXECUTIVE OFFICER'S COMPENSATION WAS
BASED
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 compensation was based. Also
considered by the Bank Compensation Committee was the continuing improvement
over the last four (4) years in the Bank's fundamental economic strength.
In determining Mr. Stevens' 1996 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 1996 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 Sherman R. Reed, 3rd, Chairman, Warren W. Deakins,
Eleanor Carson Donato, William Harral, III and Thomas A. Williams who each
endorsed this report.
Respectfully submitted:
Sherman W. Reed, 3rd, Chairman
Warren W. Deakins
Eleanor Carson Donato
William Harral, III
Thomas A. Williams
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<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 III (term to expire in 2001):
Warren W. Deakins
Wendell F. Holland
Samuel C. Wasson, Jr.
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, 1997. 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 1997.
----------------
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 1997.
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 1998
The Corporation's Annual Meeting of Shareholders will be held on or about
April 21, 1998. 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 20, 1997.
20
<PAGE>
ADDITIONAL INFORMATION
A copy of the Corporation's Annual Report for the fiscal year ended December
31, 1996, containing, among other things, financial statements examined by its
independent certified public accountants was mailed with this Proxy Statement
on or about March 10, 1997 to the shareholders of record as of the close of
business on March 3, 1997.
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, 1996, 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, Jr.
Samuel C. Wasson, Jr.
Secretary
21
<PAGE>
[LOGO OF BRYN MAWR BANK APPEARS HERE]
Bryn Mawr Bank Corporation
Bryn Mawr, Pennsylvania
ANNUAL SHAREHOLDERS MEETING APRIL 15, 1997
Proxy is Solicited on Behalf of the Board of Directors of Bryn Mawr Bank
Corporation
The undersigned shareholder of Bryn Mawr Bank 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
authorized each of them to represent, and to vote all the shares of stock of the
Corporation held of record by the undersigned on March 3, 1997, at the
Corporation's Annual Meeting of Shareholders to be held at 2:00 P.M. on April
15, 1997, in the Centennial Wing of The Bryn Mawr Trust Company, Lancaster
Avenue and Morton Road, 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.
(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
. planning wealth transfer
. trustee/executor
Call us at (610) 526-2300. "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 Proposal 1 and 2 and upon such other
matters as may properly come before the meeting in accordance with the best
judgment of the Proxies.
1. ELECTION OF DIRECTORS:
To vote for the election of all the nominees listed to the right.
FOR Withheld
Authority
[_] [_]
Instruction: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list below.
The nominees for the Board of Directors for a four year term expiring at the
Annual Meeting in 2001 are:
Warren W. Deakins Wendell F. Holland Samuel C. Wasson, Jr.
2. CONFIRMATION OF AUDITORS
To ratify the appointment of Coopers & Lybrand L.L.P. as the independent
certified public accounts for Bryn Mawr Bank Corporation for the year 1997.
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
of 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___________,1997
FOLD AND DETACH HERE
