<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (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
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 Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(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:
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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:
-------------------------------------------------------------------------
(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 20, 1999
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 Gregg Conference
Center at The American College, 270 South Bryn Mawr Avenue, Bryn Mawr,
Pennsylvania on Tuesday, April 20, 1999, at 2:00 P.M., for the following
purposes:
1. To elect three (3) directors to serve a four (4) year term until their
successors are duly elected and take office.
2. To ratify the appointment of PricewaterhouseCoopers LLP as the
independent certified public accountants for Bryn Mawr Bank Corporation for
the year 1999.
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,
1999, 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 8, 1999
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..................... 3
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........................ 5
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....................................... 10
Option Grants Table................................................ 12
Aggregated Option Exercises and Year-End Option Value Table........ 12
Corporation's 1998 Stock Option Plan............................... 13
Executive Deferred Bonus Plan...................................... 13
Pension Plans...................................................... 14
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
Recommendation of the Board of Directors........................... 19
Proposal 2--Ratification of Appointment of Independent Certified
Public Accountants.................................................. 20
Other Business....................................................... 20
Shareholder Proposals for 2000....................................... 20
Additional Information............................................... 21
</TABLE>
<PAGE>
PROXY STATEMENT
FOR THE ANNUAL MEETING OF
BRYN MAWR BANK CORPORATION
TO BE HELD ON
APRIL 20, 1999
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 20, 1999, 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 (i) the election of three (3)
directors to serve a four (4) year term until their successors are duly
elected and take office; and (ii) the ratification of the appointment of
PricewaterhouseCoopers LLP as the independent certified public accountants for
the Corporation for the year 1999. 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,
1999. 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 20, 1999, at 2:00 P.M., in
the Gregg Conference Center at The American College, 270 South 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, 1999 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 1, 1999,
there were 4,306,108 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 subsidiaries, including 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 January 21, 1999, 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 428,400(1) 9.94%
Patrickswell
Post Office Box 488
Middleburg, VA 22117
George W. Connell 323,000 7.50%
121 Cheswold Lane
Haverford, PA 19041-1801
The Banc Funds Company, L.L.C. 239,478 5.56%
208 South LaSalle Street
Chicago, Illinois 60604
Robert L. Stevens 220,339 5.11%
801 Bryn Mawr Avenue
Bryn Mawr PA 19010
The Bryn Mawr Trust Company 279,450 6.49%
Trust Department
10 South Bryn Mawr Avenue
Bryn Mawr, PA 19010
</TABLE>
- --------
(1) Twenty Eight Thousand (28,000) of the shares reported as beneficially
owned by Mr. Carroll are owned Four Thousand (4,000) 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, 1998 were complied with, except a late filing of one
Form 4 concerning the purchase of twenty-two (22) shares of Corporation Common
Stock by B. Loyall Taylor, Jr.
2
<PAGE>
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
thirteen 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. (SEE, PROPOSAL 1--
ELECTION OF DIRECTORS)
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 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.
The Boards of Directors of the Corporation and the Bank meet quarterly.
Board meetings of the Corporation and the Bank will occur in January, April,
July and October. The Risk Management Committees and Executive Committees each
meet eight times per year in those months when the Boards of Directors do not
meet. The Executive Committees act in the stead of the Boards of Directors of
the Corporation and the Bank and have responsibility for nomination of new
directors. The Audit and Trust Committees of the Boards meet quarterly
preceding each Board of Directors meeting. The Risk Management Committees
review and manage the material business risks which confront the Corporation
and the Bank.
GENERAL INFORMATION ABOUT THE CORPORATION'S AND BANK'S BOARDS OF DIRECTORS
The Corporation's Board of Directors was scheduled to meet quarterly and
during 1998 held six meetings, including the Corporation's organization
meeting in April of 1998 and a special Board meeting in November of 1998. The
Bank's Board of Directors was scheduled to meet quarterly and during 1998 held
four 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, William Harral, III, Phyllis M. Shea, Robert L. Stevens, B.
Loyall Taylor, Jr. and Samuel C. Wasson, Jr. meets 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 1998 the Executive Committee held nine
meetings.
The Executive Committee also 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, comprised of Thomas A. Williams (Chairman),
Richard B. Cuff, Peter H. Havens, Wendell F. Holland, Robert L. Stevens, and
Samuel C. Wasson, Jr., meets 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 1998 the
Risk Management Committee held eight meetings.
3
<PAGE>
The Audit Committee, comprised of William Harral, III (Chairman), Richard B.
Cuff, Wendell F. Holland and B. Loyall Taylor, Jr., meets at least quarterly
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 1998 the Audit Committee held five meetings.
The Compensation Committee, comprised of William Harral, III (Chairman),
Warren W. Deakins, Sherman R. Reed, 3rd, Phyllis M. Shea and B. Loyall Taylor,
Jr. meets to discuss compensation matters, including determining the number of
stock options to be distributed pursuant to the Corporation's Stock Option
Plans. During 1998 the Compensation Committee held seven 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 1998 was six meetings. All of the incumbent directors, who were
directors during 1998 (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.
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, William Harral, III, Phyllis M. Shea, Robert L. Stevens, B.
Loyall Taylor, Jr. and Samuel C. Wasson, Jr. meets to ratify and approve the
Bank's 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 held nine meetings during 1998.
The Risk Management Committee comprised of Thomas A. Williams (Chairman),
Richard B. Cuff, Peter H. Havens, Wendall F. Holland, Robert L. Stevens and
Samuel C. Wasson, Jr. meets 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 1998 the Risk Management Committee held eight meetings.
The Audit Committee, comprised of William Harral, III (Chairman), Richard B.
Cuff, Wendall F. Holland and B. Loyall Taylor, Jr., meets at least quarterly
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 1998.
The Trust Committee, comprised of Phyllis M. Shea (Chairman), Warren W.
Deakins, John D. Firestone, Peter H. Havens, Sherman R. Reed, 3rd, Robert L.
Stevens, Nancy J. Vickers and Thomas A. Williams meets quarterly and has
general supervision over the Trust Department and over that Department's
investments. The Committee held four meetings during 1998.
The Compensation Committee, comprised of William Harral, III (Chairman),
Warren W. Deakins, Sherman R. Reed, 3rd, Phyllis M. Shea and B. Loyall Taylor,
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 seven meetings in 1998.
4
<PAGE>
MEETINGS OF BANK'S BOARD AND ITS COMMITTEES
The total number of meetings of the Bank's Board of Directors which were
held in 1998 was four. 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.
BOARDS OF DIRECTORS COMPENSATION
DIRECTORS FEES
Each non-officer director was paid an annual retainer of $10,000 in the
Corporation's common stock, at the market value of the stock on April 24,
1998, except Ms. Vickers who was appointed to the Board on October 15, 1998
and was paid $5,000 in the Corporation's common stock, at the market value on
October 13, 1998. In addition each non-officer director was paid a fee of
$1,000 for attending each Board meeting, $1,000 for attending the
Corporation's organization meeting and for attending each Executive Committee
and Risk Management Committee meeting. In addition a fee of $350 was paid to
the members of the Audit Committee for attending a meeting of the Committee
which was not held on a Board meeting day. A separate fee is not paid to
directors for attending a Corporation Board meeting held on a Bank Board
meeting day or any committee meeting held on such a day. In 1998 Mr. Harral
and Mr. Holland attended educational seminars concerning directors duties and
responsibilities and were reimbursed for their expenses in attending such
educational seminars.
NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
Under the Corporation's 1998 Stock Option Plan, each non-employee director
of the Corporation and the Bank during 1999 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 1999 Annual Meeting may participate in the 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 1, 1999, 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 1, 1999 SINCE(1) MARCH 1, 1999(2)(3) OWNED
---------------------------------------- ------------- -------- ------------------- ---------------
<C> <S> <C> <C> <C> <C> <C>
Class I
Retiring Director will not stand for
reelection:
1. Sherman R. Reed, 3rd 70 1973 62,656**** 1.46%
Builder and Developer,
President, Sher-Ree,
Inc.
DIRECTORS STANDING FOR
ELECTION
The terms of the following directors expire in 1999
and if elected to a new term will expire in 2003:
2. Phyllis M. Shea 66 1980 17,428****++ .40%
Attorney-at-Law, Shea
and Shea
3. Nancy J. Vickers+ 54 1998 235++ .01%
President, Bryn Mawr
College since July of
1997; Dean and
Professor at the
University of Southern
California since 1994
4. Thomas A. Williams 63 1992 10,808**** .25%
Vice President,
Secretary/Treasurer,
Houghton International,
Inc., a specialty
chemical company
CONTINUING DIRECTORS
Class II
The terms of the following directors expire
in 2000:
1. Peter H. Havens 44 1986 13,949@# .32%
Executive Vice President
of the Bank and head of
Investment Management
and Trust Division
since May 1995(4)
2. Robert L. Stevens 61 1974 220,339@ 5.12%
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. 52 1986 31,277***++ .73%
President, Taylor Gifts,
Inc., mail order
catalog sales
</TABLE>
- --------
+ Ms. Vickers was appointed to the Board of Directors in October of 1998
and has been nominated and is standing for election to the Corporation's
Board of Directors as a Class I director.
* 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 4,000 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 6,000 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 8,000 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 148,800 shares which Mr. Stevens and 43,800 shares which Mr.
Wasson have the right to acquire through exercise of stock options
granted under the Corporation's Stock Option Plans and 35,083 shares
held by Mr. Stevens based on his interest in the Corporation's Thrift
and Savings Plan and 5,749 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 2,000 shares held in trust
for the benefit of his wife, Louise A. Havens, 300 shares held in trust
for the benefit of his daughter, Victoria L. Havens, and 300 shares held
in trust for the benefit of his son, Robert H. Havens, who reside in Mr.
Havens' household.
++ Includes 260 shares held by Ms. Shea, 135 shares held by Ms. Vickers,
20,514 shares held by Mr. Taylor, 2,701 held by Mr. Harral, based on
their interests 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 1, 1999 SINCE(1) MARCH 1, 1999(2)(3) OWNED
---------------------------------------- ------------- -------- ------------------- -------------
<C> <S> <C> <C> <C> <C>
CONTINUING DIRECTORS
Class III
The terms of the following directors expire in 2001:
1. Warren W. Deakins 60 1990 12,408**** .29%
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. Wendell F. Holland, Esq. 47 1997 4,608** .11%
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)
3. Samuel C. Wasson, Jr. 60 1982 48,754@ 1.13%
Secretary of the Bank
and Corporation since
January of 1992; Vice
President of the
Corporation since its
formation in 1986 until
January 1992; Vice
Chairman since November
of 1997, Executive Vice
President of the Bank
from November 1993 to
November 1997 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 2002:
1. Richard B. Cuff 67 1983 20,760**** .48%
Chairman, Cuffco, Inc.,
Cobb & Lawless Service
Co., Inc. and Main Line
Appliances & Custom
Kitchens LTD.,
electrical contracting,
service and retail
sales
2. John D. Firestone 55 1998 3,008* .07%
Partner, Secor Group;
Director, Allied
Capital Corporation;
Director, Security
Storage Company of
Washington, DC and
Director, Business
Mortgage Investors,
Inc.
3. William Harral, III 59 1995 18,401***++ .43%
Director of C&D
Technologies, Inc.
since April 1996(6);
Senior Counselor, The
Tierney Group since
June of 1997, President
and Chief Executive
Officer Bell Atlantic-
Pennsylvania, Inc.,
from November, 1994
until June of 1997;
previously Vice
President and Chief
Financial Officer from
May, 1989
Executive officers as a
group (12 persons) 388,254 9.02%
All director nominees,
directors and executive
officers as a group (22
persons) 569,843 13.23%
</TABLE>
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, George W. Connell, The Banc
Funds Company, L.L.C., Robert L. Stevens, and the Trust Department of the
Bank (See "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS").
(4) Mr. Havens serves as a director of Nobel Learning Centers, Inc.
(5) Mr. Holland serves as a director of Allegheny Energy, Inc.
(6) Mr. Harral will serve as the non-executive Chairman of the Board of C&D
Technologies, Inc. commencing April 1, 1999.
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 the Corporation's Stock Option Plans.
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, 1999:
<TABLE>
<CAPTION>
CORPORATION
NAME, PRINCIPAL OCCUPATION STOCK
AND BUSINESS EXPERIENCE AGE AS OF BENEFICIALLY
FOR PAST 5 YEARS MARCH 1, 1999 OFFICE WITH THE CORPORATION AND/OR BANK OWNED
- -------------------------- ------------- --------------------------------------- ------------
<S> <C> <C> <C>
Robert L. Stevens....... 61 Chairman, President and Chief 220,339@
Executive Officer and Director of
Corporation and Bank
Samuel C. Wasson, Jr.... 60 Secretary and Director of Corporation 48,754@
and Vice Chairman, Secretary and
Director of Bank
Peter H. Havens(1)...... 44 Executive Vice President of Bank-- 13,949@+
Investment Management and Trust and
Director of Corporation and Bank
Robert J. Ricciardi..... 50 Vice President of Corporation and 38,837@+
Executive Vice President of Bank--
Chief Credit Policy Officer
Joseph G. Keefer........ 40 Senior Vice President--Chief Lending 3,545@
Officer
Joseph W. Rebl.......... 54 Treasurer of Corporation and Treasurer 8,280@
and Senior Vice President of Bank--
Chief Financial Officer
June M. Falcone......... 32 Senior Vice President--Banking 1,200@
Operations
Alison E. Gers(2)....... 41 Senior Vice President--Marketing 0
Paul M. Kistler, Jr. ... 62 Senior Vice President of Bank--Human 20,274@
Resources, Facilities, Security and
Compliance
William R. Mixon........ 51 Senior Vice President--Information 6,872@
Systems and Chief Technology
Officer
Thomas M. Petro......... 40 Senior Vice President of Bank-- 24,635@
Community Banking
Leo M. Stenson.......... 48 Senior Vice President and Auditor of 1,569@
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 Investment Management and 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) Ms. Gers was appointed Senior Vice President in charge of marketing in May
1998. Prior to that Ms. Gers was Executive Vice President at CoreStates
Financial Corporation in charge of consumer segment marketing from 1995 to
1998, and Senior Vice President in charge of retail product management
from 1993 to 1995.
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, 1998 (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 1998 and paid to them in February 1999. Any
compensation earned by the Named Executive Officers during 1999 will be
reported in the proxy statement for the Corporation's 2000 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)
----------------------
NAME AND STOCK ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(2) OPTIONS COMPENSATION(3)
------------------ ---- -------- -------- ------- ---------------
($) ($) (#) ($)
<S> <C> <C> <C> <C> <C>
Robert L. Stevens.............. 1998 $244,465 $120,000 16,000 $4,800
Chairman, President and Chief 1997 224,080 90,000 0 4,800
Executive Officer 1996 213,072 85,000 0 4,500
Peter H. Havens................ 1998 183,072 98,000 5,000 4,800
Executive Vice President-- 1997 183,072 140,000 0 4,800
Investment Management and 1996 96,586 0 0 1,869
Trust
Samuel C. Wasson, Jr. ......... 1998 151,657 68,000 9,000 4,471
Vice Chairman and Secretary 1997 127,461 60,000 0 3,750
1996 117,422 66,000 0 3,450
Joseph W. Rebl................. 1998 117,599 58,000 5,000 3,300
Senior Vice President and 1997 102,534 45,000 0 3,000
Treasurer--Chief Financial 1996 96,323 55,000 0 2,820
Officer
Robert J. Ricciardi............ 1998 123,231 43,000 5,000 3,311
Executive Vice President--Chief 1997 102,952 34,000 0 3,000
Credit Policy Officer 1996 98,092 44,000 0 2,850
</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 1996, 1997,
and 1998, bonuses were awarded to the Named Executive Officers in January
1997 and 1998 and February 1999.
(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 $10,000 in 1999. Quarterly, each
participating employer matches the employees' contribution dollar for
dollar to a maximum of 3% of the employee's annual compensation. The
employer matching portion 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.
CHANGE OF CONTROL AGREEMENTS
In 1995, 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 its Executive Officers. The
Corporation's Board of Directors has entered into Agreements with the Named
Executive Officers and certain other officers (collectively the "covered
officers"). The Agreements were approved by the outside members of the Board
of Directors.
10
<PAGE>
The Board of Directors believes that the 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
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 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 Agreements, of the Corporation. Such circumstances
include termination of employment other than for "cause" as defined in the
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, as determined by the Compensation Committee consists
of (a) an amount in cash equal to three (3) or two (2) 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 Plans, 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) or twenty-four (24) 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 three (3)
or two (2) 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 Agreements, the Corporation has agreed to amend its
Supplemental Employee Retirement Plan or create such supplemental retirement
plans as are necessary.
Certain of the Agreements terminate in 1999 but are automatically extended
for additional one year periods unless the Bank provides written notice to
cancel. The terms of outstanding Agreements cannot end prior to the expiration
of two (2) 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
11
<PAGE>
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 Agreements. The Bank may terminate
each covered officer's employment, without liability, under the respective
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 Agreements, if an event which triggered
the payment occurred on the date of the Proxy Statement, is as follows:
Messrs. Stevens $825,000, Havens $561,600, Wasson $468,000, Rebl $358,800, and
Ricciardi $374,400. The total of such severance salary benefit payments for
all covered officers would be $4,832,467.
OPTION GRANTS TABLE
The following table sets forth, with respect to grants of stock options made
during 1998 to each of the Named Executive Officers: (i) the name of the
executive officer (column (a)); (ii) the number of options granted (column
(b)); (iii) the percent the grant represents of the total options granted to
all employees during 1998 (column (c)); (iv) the per share option price of the
options granted (column (d)); (v) the expiration date of the options (column
(e)); and (vi) the potential realizable value of each grant assuming the
market price of the Common Stock appreciates in value from the date of grant
to the end of the option term at a rate of (A) five percent (5%) per annum
(column (f)) and (B) ten percent (10%) per annum (column (g)).
OPTION GRANTS IN 1998
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
----------------- -----------------
(A) (B) (C) (D) (E) (F) (G)
% OF TOTAL
OPTIONS OPTIONS GRANTED EXERCISABLE OR
GRANTED TO EMPLOYEES IN BASE PRICE EXPIRATION
NAME (#) 1998 ($/SH) DATE 5% 10%
---- ------- --------------- -------------- ---------- -------- --------
<C> <S> <C> <C> <C> <C> <C>
Robert L. Stevens.... 16,000 21% $24.50 4/24/2008 $246,560 $624,800
Peter H. Havens...... 5,000 6 24.50 4/24/2008 77,050 195,250
Samuel C. Wasson, Jr. 9,000 12 24.50 4/24/2008 138,690 351,450
Joseph W. Rebl....... 5,000 6 24.50 4/24/2008 77,050 195,250
Robert J. Ricciardi.. 5,000 6 24.50 4/24/2008 77,050 195,250
</TABLE>
AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUE TABLE
The following table sets forth, with respect to each exercise of stock
options during 1998 by each of the Named Executive Officers and the year-end
value of unexercised options on an aggregated basis: (i) the name of the
executive officer (column (a)); (ii) the number of shares received upon
exercise, or, if no shares were received, the number of securities with
respect to which the options were exercised (column (b)); (iii) the aggregate
dollar value realized upon exercise (column (c)); (iv) the total number of
unexercised options held at December 31, 1998, separately identifying the
exercisable and unexercisable options (column (d)); and (v) the aggregate
dollar value of in-the-money, unexercised options held at December 31, 1998,
separately identifying the exercisable and unexercisable options (column (e)).
As of December 31, 1998, there were no stock appreciation rights outstanding.
12
<PAGE>
AGGREGATED OPTION EXERCISES IN 1998 AND DECEMBER 31, 1998 OPTION VALUES (1)
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
(#) UNEXERCISED OPTIONS ($) 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....... 14,400 $291,600 148,800 16,000 $2,638,870 $309,000
Peter H. Havens......... 5,000 1,563 -- -- -- --
Samuel C. Wasson, Jr. .. 5,600 113,000 43,800 4,000 718,320 77,000
Joseph W. Rebl.......... 1,760 55,466 7,880 2,000 68,728 38,500
Robert J. Ricciardi .... -- -- 25,400 3,200 406,140 61,600
</TABLE>
- --------
(1) Based upon $27.25 per share the last bid price for the Common Stock on
December 31, 1998.
CORPORATION'S 1998 STOCK OPTION PLAN
In 1998, the Corporation's Board of Directors adopted and the Corporation's
shareholders approved the Bryn Mawr Bank Corporation 1998 Stock Option Plan
(the "Plan"). The Corporation's Board of Director's Compensation Committee
(the "Committee"), composed of five (5) non-management directors, is
authorized to grant certain stock options ("Option(s)") to directors of the
Corporation who are not employees of the Corporation or any affiliate of the
Corporation (the "Eligible Directors") and key employees, including officers
of the Corporation and its direct and indirect subsidiaries (the "Employees").
The Options for the Common Stock are to be granted in consideration for the
services provided to the Corporation by the Employees and Eligible Directors.
Under the Plan, on March 1, 1999, there was a maximum of 142,726 shares of
Corporation Common Stock available for the grant of Options.
Options granted under the Plan may be either incentive stock Options or non-
qualified stock Options, as the Committee determines to be in the best
interests of the Corporation at the time of the grant of Options. The purpose
of the Plan is to promote the interests of the Corporation and its
shareholders by strengthening the Corporation's ability to retain and attract
the services of experienced and knowledgeable Employees and Eligible Directors
and by encouraging such Employees and Outside Directors to acquire an
increased proprietary interest in the Corporation.
Each Option shall be exercisable in whole or in part at such times as the
Compensation Committee may determine, but not later than ten (10) years from
the date the Option is granted. The Compensation Committee may make such
exercise provisions, or may accelerate exercise provisions previously
established, if in the opinion of the Compensation Committee such action is
appropriate to carry out the intent of the Plan or any requirements of the
Internal Revenue Code. In lieu of a cash payment to exercise an Option in full
or in part, payment may be made by the tender of shares of Common Stock with a
fair market value as of the exercise date equal to the Option price of the
Option being exercised.
EXECUTIVE DEFERRED BONUS PLAN
In 1989, the Corporation established the Deferred Bonus Plan (the "Plan"),
which permits certain officers of the Corporation and its subsidiaries who
earn in excess of one hundred thousand dollars 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
mutual 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,
13
<PAGE>
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 its subsidiaries,
(collectively called the "Employer"). Employees of the Corporation and its
subsidiaries (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 Employee Retirement Income Security Act, as amended ("ERISA") funding
requirements, no contribution was needed or allowed in 1998. The net periodic
pension cost is computed on the basis of accepted actuarial methods which
include the current year's service cost. The Bank's net periodic pension cost
for 1996, 1997 and 1998 was $36,675, $(121,780) and $(291,623), respectively,
increasing the prepaid pension expense for accounting purposes to $178,277 as
of December 31, 1998.
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 1998.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
-----------------------------------------------
REMUNERATION 15 20 25 30 35 40
------------ ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
$125,000.................. $31,415 $41,887 $52,359 $62,831 $73,303 $81,428
150,000.................. 38,165 50,887 63,609 76,331 89,053 98,803
175,000.................. 44,915 59,887 74,859 89,831 104,803 116,178
200,000.................. 51,665 68,887 86,109 103,331 120,553 133,553
225,000.................. 58,415 77,887 97,359 116,831 136,303 150,928
250,000.................. 65,165 86,887 108,609 130,331 152,053 168,303
275,000.................. 71,915 95,887 119,859 143,831 167,803 185,678
300,000.................. 78,665 104,887 131,109 157,331 183,553 203,053
325,000.................. 85,415 113,887 142,359 170,831 199,303 220,428
350,000.................. 92,165 122,887 153,609 184,331 215,053 237,803
375,000.................. 98,915 131,887 164,859 197,831 230,803 255,178
</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 1998 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.
14
<PAGE>
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, 1998, Messers. Stevens, Havens, Wasson and Rebl are the only executive
officers 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. 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
Plans are as follows: Robert L. Stevens, $219,592, Samuel C. Wasson, Jr.,
$133,010, Peter H. Havens, $129,666, Robert J Ricciardi $95,936 and Joseph W.
Rebl, $72,713. Messrs. Stevens, Wasson, Havens, Ricciardi and Rebl, have 39,
33, 3, 23 and 17 credited years of service, respectively, under the Pension
Plan.
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 its subsidiaries, (collectively called the "Employer"). An
employee of the Corporation or its subsidiaries, (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. 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,
1998, the Thrift Plan's related trust held 110,700 shares of the Corporation's
Common Stock for the benefit of 123 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 1998. 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.
[PERFORMANCE GRAPH APPEARS HERE]
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
Company 1993 1994 1995 1996 1997 1998
Bryn Mawr Bank Corp 100 99.30 167.00 181.34 345.89 376.27
Peer Group Index 100 99.03 145.75 194.71 317.56 349.55
NASDAQ Market Value Index 100 104.99 136.18 169.23 207.00 291.96
. Bryn Mawr Bank Corporation + Peer Group Index -- prepared by Media
General Financial Services based on
total return of one hundred and nine
financial institutions located in the
Middle Atlantic States for which trading
* NASDAQ Market Value Index data is available for at least five
years.
ASSUMES $100 INVESTED ON JANUARY 1, 1994
ASSUMES DIVIDEND REINVESTED THROUGH
FISCAL YEAR ENDING DECEMBER 31, 1998
/1/ Graph prepared by Media General Financial Services
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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 their 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, the executive officers' divisions'
net income 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 similar size banks in the mid-Atlantic region 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 has engaged the professional services of the compensation division
of a major consulting organization to assist in the proper positioning of
compensation for the Named Executive Officers. Additionally, the Bank utilized
the 1998 proxy information of all commercial banks in the country with
specific attention to those banks in the mid-Atlantic region of similar asset
size to the Bank.
The Bank's officers, including the Named Executive Officers, have an
opportunity to be awarded a cash bonus based in large measure on his/her
division's net income, the economic performance of the Bank on an
17
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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 executive officers'
divisions' and Bank's earnings performance in 1998 and were paid in February
of 1999, reflected the Bank's continued earnings improvement.
STOCK OPTIONS
Stock options were awarded to the Bank's executive officers in 1998. 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 1998 and determined, based on such performance and the criteria outlined
above, that in January of 1999 salary increases be granted and in February of
1999 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 met, Mr. Stevens not 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.
The Compensation Committee of the Bank Board, in reviewing the appropriate
level of compensation of Mr. Stevens, considers financial results,
organizational development, marketing initiatives, Board relations, work on
representing the Corporation to its constituencies, results on developing,
expanding and integrating service lines and work on succession issues.
Also, 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 six (6) years in the Bank's fundamental economic
strength.
In determining Mr. Stevens' 1998 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 1998 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 William Harral, III, Chairman, Warren W. Deakins,
Sherman R. Reed, 3rd, Phyllis M. Shea and B. Loyall Talyor, Jr. who each
endorsed this report.
Respectfully submitted:
William Harral, III, Chairman
Warren W. Deakins
Sherman W. Reed, 3rd
Phyllis M. Shea
B. Loyall Taylor, Jr.
18
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PROPOSAL 1
ELECTION OF DIRECTORS
(ITEM 1 ON THE PROXY CARD)
One of the purposes of the Annual Meeting is the election of three (3)
directors to the Board of Directors of the Corporation.
NOMINEES FOR DIRECTORS
The following directors have been nominated by the Corporation's Board of
Directors for election as directors to serve as follows:
Class I--Term to Expire in 2003:
(1)Phyllis M. Shea
(2)Nancy J. Vickers
(3)Thomas A. Williams
and until their successors are elected and take office.
The persons named as proxies in the accompanying form of proxy have advised
the Corporation that, unless otherwise instructed, they intend at the meeting
to vote the shares covered by proxies for the election of the nominees named
in this Proxy Statement. 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 Corporation expects all
nominees to be willing and able 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 PricewaterhouseCoopers LLP 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, 1999. 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, the Bank and its other
subsidiaries, 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 PricewaterhouseCoopers LLP as the Corporation's independent
certified public accountants for the year 1999.
----------------
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 PRICEWATERHOUSECOOPERS LLP AS THE CORPORATION'S INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS FOR THE YEAR 1999.
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 2000
The Corporation's Annual Meeting of Shareholders will be held on or about
April 18, 2000. 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 19, 1999.
20
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ADDITIONAL INFORMATION
A copy of the Corporation's Annual Report for the fiscal year ended December
31, 1998, containing, among other things, financial statements examined by its
independent certified public accountants, was mailed with this Proxy Statement
on or about March 8, 1999 to the shareholders of record as of the close of
business on March 1, 1999.
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, 1998, 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
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[LOGO OF BRYN MAWR BANK APPEARS HERE]
Bryn Mawr Bank Corporation
Bryn Mawr, Pennsylvania
ANNUAL SHAREHOLDERS' MEETING APRIL 20, 1999
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
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, 1999, at the
Corporation's Annual Meeting of Shareholders to be held at 2:00 P.M. on April
20, 1999, at the Gregg Conference Center at the American College, 270 South 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.
(OVER)
FOLD AND DETACH HERE
A special invitation to all shareholders.....
Think about us as more than an investment. Make us your bank!
Let us help you with:
. investment management
. tax planning and return preparation
. personal banking
. loans -- personal, mortgage, or business
. cash management
. foundation administration
. family business office
. fiduciary services
. insurance
Call us at (610) 526-2300. Discover a world of difference.
Sincerely,
/s/Robert L. Stevens
Robert L. Stevens
Chairman
<PAGE>
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.
NOMINEES: Class I - Term to Expire in 2003:
Phyllis M. Shea Nancy J. Vickers Thomas A. Williams
2. CONFIRMATION OF AUDITORS:
To ratify the appointment of PricewaterhouseCoopers LLP as the independent
certified public accountants for Bryn Mawr Bank Corporation for the year
1999.
FOR AGAINST ABSTAIN
[_] [_] [_]
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 meeting in accordance with the
best judgment of the Proxies.
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___________, 1999
FOLD AND DETACH HERE
