<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:
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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):
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(4) Proposed maximum aggregate value of transaction:
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(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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(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 18, 2000
To Our Shareholders:
Notice is hereby given that the Annual Meeting of Shareholders of Bryn Mawr
Bank Corporation (the "Corporation") will be held at Bryn Mawr College,
Wyndham Alumnae House, Bryn Mawr, Pennsylvania on Tuesday, April 18, 2000, at
2:00 P.M., for the following purposes:
1. To elect two (2) 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 2000.
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 February 29,
2000, 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, 2000
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
Proposal 2--Ratification of Appointment of Independent Certified
Public Accountants.................................................. 20
Other Business....................................................... 20
Shareholder Proposals for 2001....................................... 20
Additional Information............................................... 21
</TABLE>
<PAGE>
PROXY STATEMENT
FOR THE ANNUAL MEETING OF
BRYN MAWR BANK CORPORATION
TO BE HELD ON
APRIL 18, 2000
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 18, 2000, 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 two (2) 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 2000. 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, 2000. 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 18, 2000, at 2:00 P.M., at
Bryn Mawr College, Wyndham Alumnae House, Bryn Mawr, Pennsylvania.
Record Date and Voting
The Board of Directors of the Corporation has fixed the close of business on
February 29, 2000 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 February 29,
2000, there were 4,313,250 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, 2000(1), 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(2) 9.90%
Patrickswell
Post Office Box 488
Middleburg, VA 22117
George W. Connell 332,000 7.67%
121 Cheswold Lane
Haverford, PA 19041-1801
The Banc Funds Company, L.L.C. 270,001 6.24%
208 South LaSalle Street
Chicago, Illinois 60604
Robert L. Stevens 236,483 5.46%
801 Bryn Mawr Avenue
Bryn Mawr, PA 19010
The Bryn Mawr Trust Company 252,940 5.84%
Trust Department
10 South Bryn Mawr Avenue
Bryn Mawr, PA 19010
</TABLE>
- --------
(1) As of January 21, 2000, there were 4,329,250 shares of the Corporation's
Common Stock outstanding.
(2) 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 directors 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, 1999 were complied with, except a late filing of a
Form 3 concerning Richard J. Fuchs due to his promotion to an executive
officer.
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 eleven, with three members in Class I, two 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 elected 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 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 1999 held five meetings, including the Corporation's organization
meeting in April of 1999. The Bank's Board of Directors was scheduled to meet
quarterly and during 1999 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 Thomas A. Williams (Chairman), Warren
W. Deakins, William Harral, III, Wendell F. Holland, Robert L. Stevens 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 1999 the Executive Committee held eight 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 Richard B. Cuff (Chairman), John
D. Firestone, Phyllis M. Shea, Robert L. Stevens, B. Loyall Taylor, Jr. 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 1999 the
Risk Management Committee held eight meetings.
3
<PAGE>
The Audit Committee, comprised of William Harral, III (Chairman), Richard B.
Cuff, Warren W. Deakins and Wendell F. Holland, 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 1999 the Audit Committee held five meetings.
The Compensation Committee, comprised of William Harral, III (Chairman),
Warren W. Deakins, Wendell F. Holland and Thomas A. Williams, meets to discuss
compensation matters, including determining the number of stock options to be
distributed pursuant to the Corporation's Stock Option Plans. During 1999 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 1999 was five meetings. All of the incumbent directors, who were
directors during 1999 (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 Thomas A. Williams (Chairman), Warren
W. Deakins, William Harral, III, Wendell F. Holland, Robert L. Stevens 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 eight meetings during 1999.
The Risk Management Committee comprised of Richard B. Cuff (Chairman), John
D. Firestone, Phyllis M. Shea, Robert L. Stevens, B. Loyall Taylor, Jr. 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 1999 the Risk Management Committee held eight meetings.
The Audit Committee, comprised of William Harral, III (Chairman), Richard B.
Cuff, Warren W. Deakins and Wendell F. Holland 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 1999.
The Trust Committee, comprised of Phyllis M. Shea (Chairman), John D.
Firestone, Robert L. Stevens, B. Loyall Taylor, Jr., Nancy J. Vickers and
Thomas A. Williams meets quarterly and has general supervision over the Trust
Division and over that Division's investments. The Committee held five
meetings during 1999.
The Compensation Committee, comprised of William Harral, III (Chairman),
Warren W. Deakins, Wendell F. Holland 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 1999.
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 1999 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 19,
1999. 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.
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 2000 will be granted options to
purchase 1,000 shares of Corporation Common Stock. The purchase price of the
stock is the fair market value on the day preceeding the day the option is
granted. 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 2000 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 February 29, 2000, 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 February 29, 2000 Since(1) February 29, 2000(2)(3) Owned
--------------------------------------- ----------------- -------- ----------------------- ---------------
<C> <S> <C> <C> <C> <C> <C>
CONTINUING DIRECTORS
Class I
The terms of the following directors expire
in 2003:
1. Phyllis M. Shea 67 1980 19,365*****+ .45%
Attorney-at-Law, Shea and Shea
2. Nancy J. Vickers 55 1998 1,840*+ .04%
President, Bryn Mawr College
since July of 1997; Dean,
University of Southern
California from January 1995
until July 1997
3. Thomas A. Williams 64 1992 12,186***** .28%
Vice President,
Secretary/Treasurer, Houghton
International, Inc., a
specialty chemical company
DIRECTORS STANDING FOR ELECTION
Class II
The terms of the following directors expire in 2000
and if elected to a new term will expire in 2004:
1. Robert L. Stevens 62 1974 236,483@ 5.48%
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
2. B. Loyall Taylor, Jr. 53 1986 33,651****+ .78%
President, Taylor Gifts, Inc.,
mail order catalog sales
</TABLE>
- --------
* Includes 1,000 shares which the director has the right to acquire by
exercise of stock options granted under the Corporation's Stock Option
Plans.
** Includes 3,000 shares which the director has the right to acquire by
exercise of stock options granted under the Corporation's Stock Option
Plans.
*** Includes 5,000 shares which the director has the right to acquire by
exercise of stock options granted under the Corporation's Stock Option
Plans.
**** Includes 7,000 shares which the director has the right to acquire by
exercise of stock options granted under the Corporation's Stock Option
Plans.
***** Includes 9,000 shares which the director has the right to acquire by
exercise of stock options granted under the Corporation's Stock Option
Plans.
@ Includes 159,000 shares which Mr. Stevens and 47,000 shares which Mr.
Wasson have the right to acquire through exercise of stock options
granted under the Corporation's Stock Option Plans and 36,456 shares
held by Mr. Stevens based on his interest in the Corporation's Thrift
and Savings Plan.
+ Includes 1,197 shares held by Ms. Shea, 740 shares held by Ms. Vickers,
21,888 shares held by Mr. Taylor, 865 shares held by Mr. Cuff 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 Ownership Corporation
Name, Principal Occupation and Age as of Director As of Common Stock
Business Experience For Past Five Years February 29, 2000 Since(1) February 29, 2000(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 61 1990 13,786***** .32%
Self-employed insurance
sales since January
1993
2. Wendell F. Holland, Esq. 48 1997 5,986*** .14%
Counsel to the law firm
of Obermayer, Rebmann,
Maxwell & Hippel, LLP
since January 31, 2000;
Vice President
Governmental Relations
and Regulatory Affairs
for American Water
Works Service Company,
Inc. of Voorhees, New
Jersey from December
1996 until December
1999; Counsel to the
law firm of Reed,
Smith, Shaw & McClay
from January 1995 until
December 1996(4)
3. Samuel C. Wasson, Jr. 61 1982 51,954@ 1.21%
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
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 68 1983 22,625*****+ .53%
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 56 1998 4,386** .10%
Partner, Secor Group;
Director, Allied
Capital Corporation;
Director, Security
Storage Company of
Washington, DC and
Director, Business
Mortgage Investors,
Inc.
3. William Harral, III 60 1995 16,700**** .39%
Chairman of C&D
Technologies, Inc.
since April 1999;
previously director
from April 1996; Senior
Counselor, The Tierney
Group from June 1997
until December, 1999;
President and Chief
Executive Officer Bell
Atlantic-Pennsylvania,
Inc., from November,
1994 until June 1997;
Executive officers as a
group (13 persons) 489,201 11.34%
All director nominees,
directors and executive
officers as a group (22
persons) 619,726 14.37%
</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. Holland serves as a director of Allegheny Energy, 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 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 February 29,
2000:
<TABLE>
<CAPTION>
Corporation
Name, Principal Occupation Stock
and Business Experience Age as of Beneficially
For Past 5 Years February 29, 2000 Office with the Corporation and/or Bank Owned
- -------------------------- ----------------- --------------------------------------- ------------
<S> <C> <C> <C>
Robert L. Stevens....... 62 Chairman, President and Chief 236,483@
Executive Officer and Director of
Corporation and Bank
Samuel C. Wasson, Jr.... 61 Secretary and Director of Corporation 51,954@
and Vice Chairman, Secretary and
Director of Bank
Joseph W. Roskos(1)..... 51 Vice President of Corporation and 54,529
Executive Vice President of Bank--
Trust
Robert J. Ricciardi..... 51 Vice President of Corporation and 46,381@+
Executive Vice President of Bank--
Chief Credit Policy Officer
Joseph W. Rebl.......... 55 Treasurer of Corporation and Treasurer 14,280@
and Senior Vice President of Bank--
Chief Financial Officer
Joseph G. Keefer........ 41 Senior Vice President--Chief Lending 5,627@
Officer
June M. Falcone......... 33 Senior Vice President--Banking 2,800@
Operations
Alison E. Gers(2)....... 42 Senior Vice President--Marketing 4,260@
Paul M. Kistler, Jr. ... 63 Senior Vice President of Bank--Human 26,501@
Resources, Facilities, Security and
Compliance
William R. Mixon........ 52 Senior Vice President--Information 9,048@
Systems and Chief Technology
Officer
Thomas M. Petro......... 41 Senior Vice President of Bank-- 32,449@
Investment Management
Leo M. Stenson.......... 49 Senior Vice President and Auditor of 2,440@
Bank
Richard J. Fuchs(3)..... 50 Group Vice President--Community 2,449@
Banking
</TABLE>
- --------
Footnote Information Concerning Executive Officers
@ Includes 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. Roskos was appointed Vice President of the Corporation and Executive
Vice President of the Trust Division of the Bank in May 1999. In October
1999, Mr. Roskos was appointed Chairman of Joseph W. Roskos & Co. a
subsidiary of the Corporation. Prior to that Mr. Roskos was President of
Joseph W. Roskos & Co. from January 1991 until October 1999.
(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.
(3) Mr. Fuchs was appointed Group Vice President in charge of the Community
Banking Division in December 1999. Prior to that Mr. Fuchs was a Vice
President of the Bank in charge of branch operations from January 1993
until December 1998, and a Group Vice President in charge of branch
operations from December 1998 to December 1999.
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(/1/) 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, 1999 (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 1999 and paid to them in the first quarter of 2000.
Any compensation earned by the Named Executive Officers during 2000 will be
reported in the proxy statement for the Corporation's 2001 Annual Meeting of
Shareholders.
- --------
(/1/)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.(/2/)
<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.............. 1999 $277,931 $130,000 8,600 $4,800
Chairman, President and Chief 1998 244,465 120,000 16,000 4,800
Executive Officer 1997 224,080 90,000 0 4,800
Samuel C. Wasson, Jr. ......... 1999 158,560 70,000 6,000 4,680
Vice Chairman and Secretary 1998 151,657 68,000 9,000 4,471
1997 127,461 60,000 0 3,750
Joseph W. Roskos............... 1999 164,505 40,000 0 1,313
Executive Vice President--Trust 1998 0 0 0 0
1997 0 0 0 0
Alison E. Gers................. 1999 122,705 55,000 4,000 3,621
Senior Vice President--Market- 1998 76,450 30,000 0 0
ing 1997 0 0 0 0
Joseph W. Rebl................. 1999 121,829 55,000 4,000 3,588
Senior Vice President--Finance, 1998 117,599 58,000 5,000 3,300
Treasurer, & Chief Financial 1997 102,534 45,000 0 3,000
Officer
</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 1997, 1998,
and 1999, bonuses were awarded to the Named Executive Officers in the
first quarter of 1998, 1999 and 2000.
(3) The Corporation maintains the Bryn Mawr Bank Corporation Thrift and
Savings Plan which was amended and restated, effective January 1, 1989, to
comply with Section 401(k) of the U.S. Internal Revenue Code. 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 $10,500 in 2000. 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.
- --------
(/2/)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
From time to time, the Corporation's Board of Directors, other than any
concerned director, approves and ratifies, and the Corporation has guaranteed
certain Executive Change-of-Control Severance Agreements (the "Agreements")
which are to be entered into by the Corporation's subsidiaries with the Named
Executive Officers and certain other officers (collectively the "covered
officers").
10
<PAGE>
The Corporation's 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 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
subsidiary, 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 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 one (1),
two (2) or 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
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 any 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 twelve (12), twenty-
four (24) or 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 to the
covered officers immediately prior to the change of control, provided,
however, that the obligation 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 for the covered officer in effect immediately prior to the change of
control, (f) for both vesting and benefit calculation purposes, credit with
one (1), two (2) or three (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 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 2000 but are automatically extended
for additional one year periods unless the subsidiary 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 subsidiary 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 deduction for federal income tax purposes of any
payments made pursuant to the Agreements. The subsidiary 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 $858,000, Wasson $486,720, Rebl $376,740, Roskos $350,000 and
Ms. Gers $280,000. The total of such severance salary benefit payments for all
covered officers would be $4,794,686.
Option Grants Table
The following table sets forth, with respect to grants of stock options made
during 1999 to each of the Named Executive Officers: (i) the name of the
executive officer (column (a)); (ii) the number of options granted (column
(b)); (iii) the percent the grant represents of the total options granted to
all employees during 1999 (column (c)); (iv) the per share option price of the
options granted (column (d)); (v) the expiration date of the options (column
(e)); and (vi) the potential realizable value of each grant assuming the
market price of the Common Stock appreciates in value from the date of grant
to the end of the option term at a rate of (A) five percent (5%) per annum
(column (f)) and (B) ten percent (10%) per annum (column (g)).
OPTION GRANTS IN 1999
<TABLE>
<CAPTION>
Potential
Realizable Value
at Assumed
Annual Rates of
Stock Price
Appreciation for
Individual Grants Option Term
----------------- -----------------
(a) (b) (c) (d) (e) (f) (g)
% of Total
Options Options Granted Exercisable or
Granted to Employees in Base Price Expiration
Name (#) 1999 ($/Sh) Date 5% 10%
---- ------- --------------- -------------- ---------- -------- --------
<C> <S> <C> <C> <C> <C> <C>
Robert L. Stevens.... 8,600 12% $26.44 4/20/2009 $142,979 $362,359
Samuel C. Wasson, Jr. 6,000 8% $26.44 4/20/2009 99,753 252,807
Joseph W. Roskos..... -- -- -- -- -- --
Alison E. Gers....... 4,000 5% $26.44 4/20/2009 66,502 168,538
Joseph W. Rebl....... 4,000 5% $26.44 4/20/2009 66,502 168,538
</TABLE>
Aggregated Option Exercises and Year-End Option Value Table
The following table sets forth, with respect to each exercise of stock
options during 1999 by each of the Named Executive Officers and the year-end
value of unexercised options on an aggregated basis: (i) the name of the
executive officer (column (a)); (ii) the number of shares received upon
exercise, or, if no shares were received, the number of securities with
respect to which the options were exercised (column (b)); (iii) the aggregate
dollar value realized upon exercise (column (c)); (iv) the total number of
unexercised options held at December 31, 1999, separately identifying the
exercisable and unexercisable options (column (d)); and (v) the aggregate
dollar value of in-the-money, unexercised options held at December 31, 1999,
separately identifying the exercisable and unexercisable options (column (e)).
As of December 31, 1999, there were no stock appreciation rights outstanding.
12
<PAGE>
AGGREGATED OPTION EXERCISES IN 1999 AND
DECEMBER 31, 1999 OPTION VALUES (1)
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
(#) Unexercised Options ($) 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 $234,000 150,400 8,600 $2,220,670 $ --
Samuel C. Wasson, Jr. 6,800 132,900 41,000 6,000 519,870 --
Joseph W. Roskos........ -- -- -- -- -- --
Alison E. Gers.......... -- -- -- 4,000 -- --
Joseph W. Rebl.......... -- -- 9,880 4,000 77,008 --
</TABLE>
- --------
(1) Based upon $23.88 per share the last bid price for the Common Stock on
December 31, 1999.
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 four (4) 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 February 29, 2000, there was a maximum of 83,326 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 Eligible 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 1999. The net periodic
pension cost is computed on the basis of accepted actuarial methods which
include the current year's service cost. The Corporation's net periodic
pension cost for 1997, 1998 and 1999 was $(121,780), $(291,623) and $(279,151)
respectively, increasing the prepaid pension expense for accounting purposes
to $457,428 as of December 31, 1999.
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 1999.
Pension Plan Table
<TABLE>
<CAPTION>
Years of Service
--------------------------------------------------------------
Remuneration 15 20 25 30 35 40 45
------------ -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
$125,000..... $ 31,271 $ 41,694 $ 52,118 $ 62,541 $ 72,965 $ 81,090 $ 89,215
150,000..... 38,021 50,694 63,368 76,041 88,715 98,465 108,215
175,000..... 44,771 59,694 74,618 89,541 104,465 115,840 127,215
200,000..... 51,521 68,694 85,868 103,041 120,215 133,215 146,215
225,000..... 58,271 77,694 97,118 116,541 135,965 150,590 165,215
250,000..... 65,021 86,694 108,368 130,041 151,715 167,965 184,215
275,000..... 71,771 95,694 119,618 143,541 167,465 185,340 203,215
300,000..... 78,521 104,694 130,868 157,041 183,215 202,715 222,215
325,000..... 85,271 113,694 142,118 170,541 198,965 220,090 241,215
350,000..... 92,021 122,694 153,368 184,041 214,715 237,465 260,215
375,000..... 98,771 131,694 164,618 197,541 230,465 254,840 279,215
400,000..... 105,521 140,694 175,868 211,041 246,215 272,215 298,215
425,000..... 112,271 149,694 187,118 224,541 261,965 289,590 317,215
450,000..... 119,021 158,694 198,368 238,041 277,715 306,965 336,215
</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.
14
<PAGE>
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 1999 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, 1999, Messers. Stevens, Wasson, Roskos and Rebl are the Named 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, $281,416, Samuel C. Wasson, Jr.,
$142,829, Joseph W. Rebl, $82,959, Joseph W. Roskos, $38,633 and Alison E.
Gers, $58,861. Messrs. Stevens, Wasson, Rebl, Roskos and Ms. Gers have 40, 34,
19, 1, and 2 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 six different investment funds,
including an investment in the Corporation's Common Stock. As of December 31,
1999, the Thrift Plan's related trust held 112,878 shares of the Corporation's
Common Stock for the benefit of 146 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 1999. All loans
and commitments to lend were made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons. In the opinion of Bank management, the loans
and commitments did not involve more than a normal risk of collectability or
present other unfavorable features.
STOCK PRICE PERFORMANCE GRAPH/1/
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
AMONG BRYN MAWR BANK CORPORATION
NASDAQ MARKET VALUE INDEX AND PEER GROUP INDEX
[PERFORMANCE GRAPH APPEARS HERE]
Company 1994 1995 1996 1997 1998 1999
Bryn Mawr Bank 100 168.18 182.62 348.34 378.94 339.63
Regional-Mid-Atlantic Bnks 100 147.17 196.61 320.65 352.96 279.30
NASDAQ Market Index 100 129.71 161.18 197.16 278.08 490.46
. 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, 1995
ASSUMES DIVIDEND REINVESTED THROUGH
FISCAL YEAR ENDING DECEMBER 31, 1999
/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 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. To assist
in determining the compensation for the Named Executive Officers, the Bank's
Compensation Committee utilized the 1999 proxy information of selected
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 1999 and were paid in the first
quarter of 2000, reflected the Bank's continued earnings improvement.
Stock Options
Stock options were awarded to the Bank's executive officers in 1999. 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 1999 and determined, based on such performance and the criteria outlined
above, that in January of 2000 salary increases be granted and in the first
quarter of 2000 bonuses be awarded to the Named Executive Officers for their
1999 performance.
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 seven (7) years in the Bank's fundamental economic
strength.
In determining Mr. Stevens' 2000 annual compensation, as well as 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 met the economic goals specified in its 1999 plan and that meeting
its goals resulted in the Bank increasing annual earnings and accumulating
additional capital, as well as an increase in 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,
Wendell F. Holland and Thomas A. Williams who each endorsed this report.
Respectfully submitted:
William Harral, III, Chairman
Warren W. Deakins
Wendell F. Holland
Thomas A. Williams
18
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
(Item 1 on the Proxy Card)
One of the purposes of the Annual Meeting is the election of two (2)
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 II--Term to Expire in 2004:
(1)Robert L. Stevens
(2)B. Loyall Taylor, Jr.
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, 2000. 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 2000.
----------------
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 2000.
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 2001
The Corporation's Annual Meeting of Shareholders will be held on or about
April 17, 2001. 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 8, 2000. It is suggested that the proposal or proposals be
submitted by certified mail-return receipt requested to the attention of
Samuel C. Wasson, Jr., the Corporation's Secretary at the Corporation's
executive office at 801 Lancaster Avenue, Bryn Mawr, PA 19010-3396.
20
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ADDITIONAL INFORMATION
A copy of the Corporation's Annual Report for the fiscal year ended December
31, 1999, containing, among other things, financial statements examined by its
independent certified public accountants, was mailed with this Proxy Statement
on or about March 10, 2000 to the shareholders of record as of the close of
business on February 29, 2000.
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, 1999, 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]
Bryn Mawr Bank Corporation
ANNUAL SHAREHOLDERS' MEETING APRIL 18, 2000
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 February 29, 2000, at the
Corporation's Annual Meeting of Shareholders to be held at 2:00 P.M. on April
18, 2000, at Bryn Mawr College, Wyndham Alumnae House, (see map on reverse side)
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:
o investment management
o tax planning and return preparation
o personal banking
o loans - personal, mortgage, or business
o cash management
o foundation administration
o family business office
o fiduciary services
o 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: Instruction: To withhold authority
To vote for the selection of both to vote for any individual nominee,
the nominees listed to the right strike a line through the nominee's
name.
NOMINEES CLASS II -Term to Expire in 2004.
FOR Withhold Robert L. Stevens B. Loyall Taylor, Jr.
Authority
[ ] [ ]
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 2000
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 , 2000
--------------- -------------- -------------
FOLD AND DETACH HERE
Directions to Wyndham at Bryn Mawr College
[MAP APPEARS HERE]
From Pennsylvania Turnpike
Take Exit 25A and follow Route 476 South to Exit 5 (St. Davids/Villanova).
Follow Route 30 (Lancaster Avenue) east for 2.4 miles, turn left onto
Morris Avenue. Proceed under railroad tracks, and across Montgomery Avenue.
Continue briefly on Morris Avenue past Yarrow Street and then turn left
into the back parking lot for Wyndham. Handicap parking can be found in the
Visitor's Lot in front of Wyndham.
From the New Jersey Turnpike
North of Philadelphia: Leave the New Jersey Turnpike at Exit 6 (PA
Turnpike). Drive west on PA turnpike to Exit 25A. See instructions under
"From Pennsylvania Turnpike" for directions to the College.
From Center City Philadelphia
Take Route 76 West (Schuylkill Expressway) and drive west following Valley
Forge signs. Exit at City Avenue (Route 1 South). Once on City Avenue,
travel about 2-1/2 miles and turn right onto Lancaster Avenue (Route 30
West). Continue on Lancaster approximately 4 miles to reach the center of
Bryn Mawr. Turn right onto Morris Avenue. Follow Morris Avenue under
railroad tracks and across Montgomery Avenue. Continue briefly on Morris
Avenue past Yarrow Street and then turn left into the back parking lot for
Wyndham. Handicap parking can be found in the Visitor's Lot in front of
Wyndham.
From Wilmington DE and Other Points South
Via I-95 approaching Chester, PA, take Exit 7 (476 North towards Plymouth
Meeting). Follow 476 North approximately 12 miles to Exit 5 (St.
Davids/Villanova). Follow Route 30 (Lancaster Avenue) east, then follow
"From Pennsylvania Turnpike" above for directions to the College.
