SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under §240.14a-12
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Greenville Federal Financial Corporation
(Name of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement if Other than the
Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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Per unit price or other underlying value of transaction computed pursuant to
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state how it was determined):
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11 (a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the date of its filing.
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Date Filed:
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GREENVILLE FEDERAL FINANCIAL CORPORATION
690 Wagner Avenue
Greenville, Ohio 45331
(937) 548-4158
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the 2007 Annual Meeting of Stockholders of Greenville Federal
Financial Corporation (GFFC) will be held at Romers Catering and Entertainment Facility, 118 E.
Main Street, Greenville, Ohio, on October 30, 2007, at 10:00 a.m., Eastern Daylight Saving Time
(the Annual Meeting), for the following purposes, which are more completely set forth in the
accompanying Proxy Statement:
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To elect two directors of GFFC for terms expiring in 2010;
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2.
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To consider and vote upon the ratification of the selection of BKD LLP as
GFFCs independent registered public accounting firm to audit the financial statements
of GFFC for fiscal year 2007;
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3.
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To consider and vote upon the ratification of the selection of BKD LLP as
GFFCs independent registered public accounting firm for fiscal year 2008; and
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4.
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To transact such other business as may properly come before the Annual Meeting
or any adjournments thereof.
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Only stockholders of GFFC of record at the close of business on August 31, 2007, will be
entitled to receive notice of and to vote at the Annual Meeting and at any adjournments thereof.
Whether or not you expect to attend the Annual Meeting, we urge you to consider the accompanying
Proxy Statement carefully and to SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY SO THAT YOUR
SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES. The giving of a proxy does not affect your
right to vote in person in the event you attend the Annual Meeting.
By Order of the Board of Directors
David M. Kepler
President and Chief Executive Officer
Greenville, Ohio
September 17, 2007
GREENVILLE FEDERAL FINANCIAL CORPORATION
690 Wagner Avenue
Greenville, Ohio 45331
(937) 548-4158
PROXY STATEMENT
PROXIES
The enclosed proxy (the Proxy) is being solicited by the Board of Directors of Greenville
Federal Financial Corporation, a federally chartered corporation (GFFC), for use at the Annual
Meeting of Stockholders of GFFC to be held at Romers Catering & Entertainment Facility, 118 E.
Main Street, Greenville, Ohio, on October 30, 2007, at 10:00 a.m., Eastern Daylight Saving Time
(the Annual Meeting). Without affecting any vote previously taken, the Proxy may be revoked by a
stockholder by execution of a later dated proxy that is received by GFFC before the Proxy is
exercised or by giving notice of revocation to GFFC in writing or in open meeting before the Proxy
is exercised. Attendance at the Annual Meeting will not, of itself, revoke a proxy.
Each properly executed Proxy received prior to the Annual Meeting and not revoked will be
voted as specified thereon or, in the absence of specific instructions to the contrary, will be
voted:
FOR
the re-election of David T. Feltman and David M. Kepler as directors of GFFC for
terms expiring in 2010;
FOR
the ratification of the selection of BKD LLP (BKD) as GFFCs independent
registered public accounting firm to audit GFFCs financial statements for fiscal year 2007;
and
FOR
the ratification of the selection of BKD as GFFCs independent registered public
accounting firm for fiscal year 2008.
The cost of soliciting Proxies will be borne by GFFC. Proxies may be solicited by the
directors, officers and other employees of GFFC and Greenville Federal, the wholly owned subsidiary
of GFFC, in person or by telephone, mail, facsimile or electronic mail only for use at the Annual
Meeting by the same methods. Proxies solicited in connection with the Annual Meeting will not be
used for any other meeting.
Only stockholders of record as of the close of business on August 31, 2007 (the Voting Record
Date), are entitled to vote at the Annual Meeting. Each such stockholder will be entitled to cast
one vote for each share of common stock owned. GFFCs records disclose that, as of the Voting
Record Date, there were 2,298,411 votes entitled to be cast at the Annual Meeting.
This Proxy Statement is first being mailed to stockholders of GFFC on or about September 27,
2007.
VOTE REQUIRED
A majority of the votes eligible to be cast at the Annual Meeting must be present in person or
by proxy to establish a quorum. Shares held by a nominee for a beneficial owner which are
represented in person or by proxy but which are not voted (non-votes) and abstentions are counted
as present for purposes of establishing a quorum.
Under GFFCs Bylaws, the two nominees receiving the greatest number of votes will be elected
as directors. Each stockholder is entitled to cast one vote for each share owned. Stockholders
may not cumulate votes in the election of directors. Directors are elected by a plurality of the
votes cast, without regard to either non-votes or proxies as to which the authority to vote for the
nominees being proposed is withheld.
The ratifications of the selection of BKD as the independent registered public accounting firm
for both of fiscal years 2007 and 2008 require the approval of the holders of a majority of the
shares of GFFC represented at the meeting and entitled to vote on those matters. Abstentions will
have the effect of a vote against the ratification, but non-votes will not be counted as
represented and entitled to vote at the Annual Meeting and will have no effect on the vote.
Because Greenville Federal MHC holds in excess of 50% of the outstanding common stock of GFFC,
the votes cast by Greenville Federal MHC will ensure the presence of a quorum and determine the
outcome of the election of the nominees and the ratification of the appointment of the independent
registered public accounting firm.
If the enclosed Proxy is signed and dated by the stockholder, but no vote is specified
thereon, the shares held by such stockholder will be voted FOR the election of the two nominees and
FOR the ratifications of the selection of BKD as independent registered public accounting firm for
both fiscal year 2007 and fiscal year 2008.
VOTING SECURITIES AND OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the only person known to
GFFC to own beneficially more than five percent (5%) of the outstanding common stock of GFFC as of
September 7, 2007. Greenville Federal MHC acquired such stock in connection with the
reorganization of Greenville Federal effective on January 4, 2006, in which GFFC was formed and
became a public company.
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Amount and nature of
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Percent of
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Name and address
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beneficial ownership
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shares outstanding
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Greenville
Federal MHC
690 Wagner Avenue
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1,264,126
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55.0%
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Greenville, Ohio 45331
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The following table sets forth certain information with respect to the number of shares of
GFFC common stock beneficially owned by each director and executive officer of GFFC named in the
Summary Compensation Table and by all directors and executive officers of GFFC as a group at
September 7, 2007. GFFC directors and executive officers are also directors and executive officers
of Greenville Federal MHC.
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Amount and nature of
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Name and address (1)
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beneficial ownership
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Percent of
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Sole
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Shared
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shares outstanding
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David T. Feltman
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6,868
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8,268
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0.66
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David M. Kepler
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15,000
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16,799
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(3)
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1.38
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George S. Luce, Jr.
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10,000
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2,000
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0.52
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Richard J. OBrien
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1,961
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5,039
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(2)(7)
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0.30
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Eunice F. Steinbrecher
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15,000
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2,000
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0.74
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James W. Ward
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10,000
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(6)
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2,000
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(4)
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0.52
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David R. Wolverton
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20,000
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2,000
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(2)
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0.96
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All directors and
executive officers as a
group (8 persons)
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81,329
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41,026
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(5)
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5.32
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(1)
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Each of the persons listed in this table may be contacted at the address of GFFC.
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(2)
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Includes 2,000 shares awarded to the director and held in the Greenville Federal Financial
Corporation 2006 Equity Plan Trust (the Trust), with respect to which the director has only
voting power.
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(3)
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Includes 11,799 shares in the aggregate held in the Greenville Federal Financial Corporation
Employee Stock Ownership Plan (the ESOP) and in the Trust, with respect to which Mr. Kepler
has only voting power.
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(4)
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Includes 2,000 shares awarded to the director and held in the Trust, with respect to which
the director has only voting power. Does not include 100 shares held by an investment club in
which the director is a member and with respect to which he does not possess voting or
investment power.
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(5)
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Includes 2,920 shares in the aggregate held in the ESOP and in the Trust for an officer who
is not a director or named executive officer and who has only voting power with respect to
such shares.
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(6)
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All of such shares are pledged as security for a loan.
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(7)
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Does not include 25,303 shares held as Trustee of the Trust, all of which have been awarded,
with respect to which the Trustees do not have voting power and which may be disposed of only
as directed by the Trust Agreement.
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PROPOSAL 1: ELECTION OF DIRECTORS
GFFCs Bylaws provide for a Board of Directors consisting of seven persons, divided into three
classes as nearly equal in number as possible. The members shall be elected for a term of three
years and until their successors are elected and qualified. One class is to be elected by ballot
annually. In accordance with Article II, Section 13, of the Bylaws, nominees for election as
directors may be proposed only by the directors or by any stockholder entitled to vote for the
election of directors if such stockholder has submitted a written notice of a proposed nominee to
the Secretary of GFFC at least five days before the date of the annual meeting. Moreover, if the
directors of GFFC fail or refuse to deliver nominations to the Secretary of GFFC at least 20 days
prior to the date of the annual meeting, nominations may also be made at the annual meeting by any
stockholder entitled to vote.
GFFC has appointed a Nominating Committee to consider nominees and make recommendations to the
full Board of Directors. The Nominating Committee will consider nominees for directors of GFFC
recommended by a stockholder who submits the persons name and qualifications in writing. The
Nominating Committee has no specific minimum qualifications for a recommended candidate, and the
committee will not consider stockholder-recommended candidates differently from others. The
Nominating Committee considers:
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personal qualities and characteristics, accomplishments and reputation in the
business community;
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relationships in the communities in which GFFC does business;
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ability and willingness to commit adequate time to Board and committee
responsibilities;
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the individuals skills and experiences and how they fit with those of other
directors and potential directors and satisfy the needs of GFFC; and
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whether the potential nominees are stockholders of GFFC.
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The Nominating Committee makes its recommendation to the Board of Directors, and nominees are
selected by vote of all of the directors of the Board of Directors.
The Board of Directors proposes the election of the following persons to serve until the
Annual Meeting of Stockholders in 2010 and until their successors are duly elected and qualified or
until their earlier resignation, removal from office or death:
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Director of Greenville
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Director of
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Name
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Age
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Position(s) held
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Federal since
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GFFC since
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David T. Feltman
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72
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Director
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1980
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2005
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David M. Kepler
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56
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Director, President, CEO
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1988
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2005
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If either nominee is unable to stand for election, any proxies granting authority to vote
for such nominee will be voted for the substitute recommended by the Board of Directors.
Mr. Feltman
retired in 1998 after service for eight years as the Director of Human Resources
of Brethren Retirement Community. He has since served as Treasurer of Darke County Habitat for
Humanity from 2000 to 2002, President of that organization from 2003 to 2004 and Treasurer of that
organization since 2005. Mr. Feltman has served as a director of Darke County Habitat for Humanity
since 2000.
Mr. Kepler
started his career with Greenville Federal as a Management Trainee in 1973, became
Assistant Secretary in 1976, advanced to Assistance Vice President in 1980, Vice President of
Operations in 1985 and Executive Vice President in 1988, and then became President and Chief
Executive Officer in 1997, in which position he has served since then. Mr. Kepler was first
elected to the Board of Directors of Greenville Federal in 1988. Mr. Kepler is also on the board
of the Ohio Bankers Leagues affiliate, Ohio Bankers League Bank Services Inc.
The following directors will continue to serve after the Annual Meeting for the terms
indicated.
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Director of
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Director of
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Greenville Federal
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GFFC
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Name
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Age
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Positions(s) held
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since
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since
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Term expires
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Richard J. OBrien
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61
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Director
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1996
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2005
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2008
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Eunice F. Steinbrecher
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66
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Director
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1979
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2005
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2008
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George S. Luce, Jr.
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46
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Director
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1996
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2005
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2009
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James W. Ward
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62
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Director, Chairman
of the Board
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1981
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2005
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2009
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David R. Wolverton
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70
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Director
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1985
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2005
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2009
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Mr. OBrien
was the President of Q. O. B. Electric, Inc., an electrical contractor
located in Dayton, Ohio, from 1988 until he retired from that position as of July 1, 2005. Mr.
OBrien became the Caretaker of the Greenville Union Cemetery in February 2006.
Ms. Steinbrecher
has been the Chair of the Board of Messiah College in Grantham, Pennsylvania,
for the last five years, as well as Chair of various committees of that Board. Ms. Steinbrecher
also owns and manages commercial and rental real estate as President of SF Folio I, Inc., in
Greenville, Ohio.
Mr. Luce
has been a truck equipment salesperson for The Best Equipment Co., Inc., located in
North Royalton, Ohio, since 2002. From 2000 to 2002, Mr. Luce was employed as a salesperson for
the John R. Jurgensen Company, Heavy Equipment Operation, selling aggregate materials.
Mr. Ward
has been a certified public accountant with Fry and Company in Greenville, Ohio,
since 1967. He has also been a partner with Elm Street Realty, which owns and rents
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commercial properties, since 1993, and a director of Feet on the Ground Consulting, Inc.,
since 2004.
Mr. Wolverton
retired in 1997 from a career with Greenville Federal, starting as a teller in
1963 and rising through various positions until he was elected President and Chief Executive
Officer in 1988. He currently provides management services for farms and other properties, is a
member of the Board of AAA of Miami Valley and is a member of the Advisory Board of AAA Darke
County.
Director independence
The Board of Directors of GFFC has determined that each of its directors except Mr. Kepler is
independent under the listing standards of The NASDAQ Stock Market LLC (Nasdaq).
Meetings of directors
The Board of Directors of GFFC met 14 times for regularly scheduled and special meetings
during the fiscal year ended June 30, 2007. No director attended fewer than 75% of the aggregate
of such meetings and all meetings of the committees of which such director was a member.
Each director of GFFC is also a director of Greenville Federal. The Board of Directors of
Greenville Federal met 14 times during the fiscal year ended June 30, 2007. No director attended
fewer than 75% of the aggregate of such meetings and all meetings of the committees of which such
director was a member.
Committees of directors
The Board of Directors of GFFC has a Nominating Committee, an Audit Committee and a
Compensation Committee.
Nominating Committee
. The Nominating Committees purpose is to identify and recommend
individuals to the Boards of Directors of GFFC and Greenville Federal for nomination as members of
the Boards of Directors of GFFC and of Greenville Federal and their committees and review the
independence and other board memberships of directors. The full Boards of Directors review such
recommendations and make the nominations. The committee consists of Ms. Steinbrecher and Messrs.
Feltman and OBrien, each of whom is independent under the listing standards of Nasdaq. A copy
of the Nominating Committee Charter is available on GFFCs website, www.greenvillefederal.com. The
Nominating Committee met one time during fiscal year 2007.
Audit Committee.
The Audit Committee oversees the accounting and financial reporting process
of GFFC and audits of GFFCs financial statements. As part of its duties, the Audit Committee
engages the independent auditors of GFFC and reviews and approves the annual independent audit
report. The members of the Audit Committee are Messrs. Ward, Wolverton and Luce. Although GFFCs
stock is not listed on any stock exchange, the Board has
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determined that each of the members of the Audit Committee is independent under Nasdaq
rules. The Audit Committee met six times during fiscal year 2007. A copy of the Audit Committee
Charter is available on GFFCs website, www.greenvillefederal.com. For a more detailed description
of the duties of the Audit Committee, see AUDIT COMMITTEE REPORT.
Compensation Committee.
The Compensation Committee is responsible for establishing GFFCs and
Greenville Federals compensation philosophy, reviewing and approving corporate and individual
goals relevant to CEO compensation, and making recommendations to the Boards of Directors of GFFC
and Greenville Federal with respect to GFFCs and Greenville Federals compensation and equity
based plans for the directors and executive officers of GFFC and Greenville Federal. The
Compensation Committee consists of Messrs. Feltman and OBrien and Ms. Steinbrecher, each of whom
is independent under applicable Nasdaq rules. The Compensation Committee met five times during
fiscal year 2007. A copy of the Compensation Committee Charter is available on GFFCs website,
www.greenvillefederal.com.
Executive officers
In addition to Mr. Kepler, the President and CEO of GFFC and Greenville Federal, Susan J.
Allread, age 31, is an executive officer of both GFFC and Greenville Federal, holding the positions
of Chief Financial Officer, Treasurer, Vice President and Secretary of both GFFC and Greenville
Federal and Compliance Officer of Greenville Federal. Ms. Allread joined Greenville Federal in
1995 as a part-time teller. She became a Management Trainee in 1998; Staff Accountant and
Compliance Auditor in 1999; Comptroller and Compliance Officer in 2001; Comptroller, Vice
President, Compliance Officer and Corporate Secretary in 2004; Chief Financial Officer, Vice
President, Secretary and Compliance Officer in 2005, and Chief Financial Officer, Treasurer, Vice
President, Secretary and Compliance Officer in 2006. She became the Chief Financial Officer and
Secretary of GFFC upon the issuance of GFFCs charter in November 2005 and also the Treasurer and
Vice President of GFFC in October 2006.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Processes and Procedures for Determining Director and Executive Officer Compensation
In conjunction with GFFCs annual budgeting process, management and GFFCs Compensation
Committee review thrift industry compensation survey information obtained from trade associations
and comparable sized banks in the area, as well as GFFCs current compensation structure. Some
members of the Compensation Committee attended a compensation conference on competitive pay plans
and performance guidelines. Based upon this review and information, an overall compensation budget
for GFFC is established and approved by GFFCs board.
In light of this budget, Mr. Kepler, GFFCs President and Chief Executive Officer, recommends
salary levels for GFFCs and Greenville Federals other executives based upon his performance
reviews of our executive officers and salary information contained in the
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compensation surveys reviewed by the Compensation Committee. The Compensation Committee then
reviews Mr. Keplers recommendations and approves annual salaries for GFFCs executive officers.
GFFCs Compensation Committee directly conducts Mr. Keplers performance review and establishes his
salary based on his performance, the compensation survey information available and the overall
compensation budget.
In addition to their base salaries, our executive officers receive allocations under GFFCs
employee stock ownership plan and Greenville Federals non-contributory defined contribution plan,
both of which are described below under the heading Retirement Benefits. Participation in these
plans is not limited to just officers, and all employees who meet specified eligibility
requirements may participate. Also, our officers receive insurance benefits available to all
full-time employees, which are considered by the Compensation Committee when determining salary
levels and overall compensation.
In June 2007, GFFC awarded for the first time stock options and retention shares pursuant to
the Greenville Federal Financial Corporation 2006 Equity Plan (the Equity Plan). As required by
the Equity Plan, awards to executive officers were determined by the Compensation Committee, and
awards to non-employee directors were determined by the full Board of Directors based upon the
recommendations of the Compensation Committee.
Once GFFCs Compensation Committee and board have determined executive officer compensation
for the year, the compensation of our executive officers (including the determinations of GFFCs
Compensation Committee) is further reviewed and approved by Greenville Federals full board of
directors.
Director fees for GFFC are set by the full Board of Directors of GFFC, and director fees for
Greenville Federal are set by Greenville Federals Board of Directors, based on a review of
director fees at comparably sized companies in the industry.
Directors compensation
GFFC and Greenville Federal pay the following fees to their directors:
Greenville Federal Financial Corporation:
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Annual retainer for all directors: $600, to be paid quarterly
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Audit Committee and Compensation Committee fees: $100 per meeting
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Annual retainer for each of Chairman of Audit Committee (Mr. Ward) and
Chairman of Compensation Committee (Mr. Feltman): $600, to be paid quarterly
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Greenville Federal
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Annual retainer for all directors: $12,000, to be paid quarterly
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Annual retainer for Chairman of the Board (Mr. Ward): $9,200, to be paid
quarterly
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Per meeting fee for all non-employee directors: $200 per meeting attended
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Per meeting fee for non-employee Executive Committee members: $100 per
meeting attended
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Special meeting fee for non-employee directors: $100 per special meeting
attended
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Each of the directors is also a director of Greenville Federal MHC, which owns 55% of the
outstanding common stock of GFFC. Greenville Federal MHC pays each director an annual retainer of
$600.
Each of the directors of GFFC also received awards under the Equity Plan in June 2007.
Options awarded under the Equity Plan have terms of ten years, vest one fifth each year commencing
on the first anniversary of the grant date and have exercise prices equal to an amount not less
than the fair market value of a GFFC share of stock on the date of grant. Upon a change in control
of GFFC, each option will be treated as provided in a separate written change in control or similar
agreement between the participant and GFFC or a subsidiary, or, if no such agreement exists, will
be cancelled in exchange for either cash or for the merger or acquisition consideration, as
provided in the merger or acquisition agreement. Directors are also eligible for awards of
retention shares, which vest one fifth each year commencing on the first anniversary of the date of
grant. In the absence of a separate written change in control agreement between the participant
and GFFC or a subsidiary, all restrictions on retention shares will lapse upon a change in control.
The following tables set forth all compensation paid by GFFC and Greenville Federal to their
directors during fiscal year 2007, excluding Mr. Kepler, whose compensation as a director of GFFC
and Greenville Federal is included in the Summary Compensation Table below.
Director Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees
|
|
|
|
|
|
|
|
|
Earned or
|
|
|
|
|
|
|
|
|
Paid in
|
|
Stock
|
|
Option
|
|
|
Name
|
|
Cash
|
|
Awards (1)
|
|
Awards (2)
|
|
Total
|
David T. Feltman
|
|
$
|
16,850
|
|
|
|
|
|
|
|
|
|
|
$
|
16,850
|
|
George S. Luce, Jr.
|
|
|
15,600
|
|
|
|
|
|
|
|
|
|
|
|
15,600
|
|
Richard J. OBrien
|
|
|
15,650
|
|
|
|
|
|
|
|
|
|
|
|
15,650
|
|
Eunice F. Steinbrecher
|
|
|
18,150
|
|
|
|
|
|
|
|
|
|
|
|
18,150
|
|
James W. Ward
|
|
|
28,300
|
|
|
|
|
|
|
|
|
|
|
|
28,300
|
|
David R. Wolverton
|
|
|
16,000
|
|
|
|
|
|
|
|
|
|
|
|
16,000
|
|
- 9 -
|
|
|
(1)
|
|
On June 29, 2007, each non-employee director was awarded 2,000 retention shares under the
Equity Plan, all of which were outstanding at June 30, 2007. The shares vest one fifth each
year commencing on June 29, 2008. Because the awards were made on the last business day of
fiscal year 2007, and in accordance with generally accepted accounting principles and
Financial Accounting Standard 123R, GFFC recognized no expense for such awards in fiscal year
2007.
|
|
(2)
|
|
On June 29, 2007, each non-employee director was awarded an option to purchase 5,000 shares
of GFFC common stock under the Equity Plan, all of which were outstanding at June 30, 2007.
Each option has an exercise price of $9.45 per share and a term of ten years and becomes
exercisable one fifth each year beginning on June 29, 2008. Because the awards were made on
the last business day of fiscal year 2007, and in accordance with generally accepted
accounting principles and Financial Accounting Standard 123R, GFFC recognized no expense for
such awards in fiscal year 2007.
|
Executive officers compensation
The following table presents certain information regarding the cash compensation received by
David M. Kepler, the President and Chief Executive Officer of GFFC and Greenville Federal, for
services rendered during the fiscal years shown. No other executive officer of Greenville Federal
or GFFC received salary and bonus compensation exceeding $100,000 during the periods shown.
Summary Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and
|
|
|
|
|
|
Salary
|
|
Bonus
|
|
Stock
|
|
Option
|
|
All other
|
|
|
principal position
|
|
Year
|
|
($)
|
|
($)
|
|
Awards
|
|
Awards
|
|
compensation (1)
|
|
Total
|
David M. Kepler
|
|
|
2007
|
|
|
$
|
162,600
|
(2)
|
|
$
|
|
|
|
$
|
|
(3)
|
|
$
|
|
(4)
|
|
$
|
9,054
|
(5)
|
|
$
|
171,654
|
|
President, CEO
|
|
|
2006
|
|
|
|
153,000
|
(6)
|
|
|
4,500
|
|
|
|
|
|
|
|
|
|
|
|
18,672
|
(7)
|
|
|
176,172
|
|
|
|
|
(1)
|
|
Does not include amounts attributable to dental, medical, vision, disability and life
insurance and educational financial assistance made available to all full-time employees on a
nondiscriminatory basis. Mr. Kepler receives no perquisites.
|
|
(2)
|
|
Includes a salary of $150,000 and directors fees of $12,600.
|
|
(Footnotes continued on next page)
|
- 10 -
|
|
|
(3)
|
|
On June 29, 2007, Mr. Kepler was awarded 11,200 retention shares under the Equity Plan. The
shares vest one fifth each year commencing on June 29, 2008. In the absence of a separate
written change in control agreement between Mr. Kepler and GFFC or a subsidiary, all
restrictions on retention shares will lapse upon a change in control. Because the award was
made on the last business day of fiscal year 2007, and in accordance with generally accepted
accounting principles and Financial Accounting Standard 123R, GFFC recognized no expense for
such award in fiscal year 2007.
|
|
(4)
|
|
On June 29, 2007, Mr. Kepler was awarded an option to purchase 28,000 shares of GFFC common
stock under the Equity Plan for an exercise price of $9.45 per share. The option has a term
of ten years and becomes exercisable one fifth each year commencing on June 29, 2008. Upon a
change in control of GFFC, each option will be treated as provided in a separate written
change in control or similar agreement between Mr. Kepler and GFFC or a subsidiary, or, if no
such agreement exists, will be cancelled in exchange for either cash or for the merger or
acquisition consideration, as provided in the merger or acquisition agreement. Because the
award was made on the last business day of fiscal year 2007, and in accordance with generally
accepted accounting principles and Financial Accounting Standard 123R, GFFC recognized no
expense for such award in fiscal year 2007.
|
|
(5)
|
|
Consists of Greenville Federals $9,054 contribution to Mr. Keplers 401(k) defined
contribution plan account. As of the date of printing of this Proxy Statement, the value of
the allocation to Mr. Keplers ESOP account has not yet been determined.
|
|
(6)
|
|
Includes a salary of $141,000 and directors fees of $12,000.
|
|
(7)
|
|
Consists of Greenville Federals $8,730 contribution to Mr. Keplers 401(k) defined
contribution plan account and the $9,942 value of GFFC stock allocated to Mr. Keplers ESOP
account as of June 30, 2006.
|
The following table sets forth information regarding equity awards granted to Mr. Kepler and
outstanding at June 30, 2007, all of which were awarded on June 29, 2007, and are described in the
footnotes to the Summary Compensation Table:
Outstanding Equity Awards at Fiscal Year-End
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
Number of
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities
|
|
Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underlying
|
|
Underlying
|
|
|
|
|
|
|
|
|
|
Number
|
|
Market Value of
|
|
|
Unexercised
|
|
Unexercised
|
|
Option
|
|
|
|
|
|
of Shares or Units
|
|
Shares or Units of
|
|
|
Options/
|
|
Options/
|
|
Exercise
|
|
Option
|
|
of Stock That Have
|
|
Stock That Have Not
|
Name
|
|
Exercisable
|
|
Unexercisable
|
|
Price
|
|
Expiration Date
|
|
Not Vested
|
|
Vested
|
David M. Kepler
|
|
|
|
|
|
|
28,000
|
(1)
|
|
$
|
9.45
|
|
|
|
6/29/17
|
|
|
|
11,200
|
(1)
|
|
$
|
105,840
|
|
|
|
|
(1)
|
|
All options become exercisable and all retention shares become vested one fifth each year
commencing on June 29, 2008.
|
- 11 -
Employment agreement
GFFC and Greenville Federal have entered into an employment agreement with Mr. Kepler. Mr.
Keplers employment agreement has a three-year term commencing July 1, 2006, and a salary and
performance review by the Boards of Directors not less often than annually, as well as inclusion of
Mr. Kepler in any formally established employee benefit, bonus, pension and profit-sharing plans
for which senior management personnel are eligible. The employment agreement also provides for
vacation and sick leave.
The employment agreement is terminable by GFFC and Greenville Federal at any time. In the
event of termination by GFFC or Greenville Federal for just cause, as defined in the employment
agreement, Mr. Kepler will have no right to receive any compensation or other benefits for any
period after such termination. In the event of termination by GFFC or Greenville Federal other
than for cause, at the end of the term of the employment agreement or in connection with a change
of control, as defined in the employment agreement, Mr. Kepler will be entitled to a continuation
of salary payments for a period of time equal to the term of the employment agreement and a
continuation of benefits substantially equal to those being provided at the date of termination of
employment until the earliest to occur of the end of the term or the date Mr. Kepler becomes
employed full-time by another employer.
The employment agreement also contains provisions with respect to the occurrence of a change
of control in connection with or within one year before (1) the termination of employment for any
reason other than just cause, retirement or termination at the end of the term of the employment
agreement, (2) a change in the capacity or circumstances in which Mr. Kepler is employed or (3) a
material reduction in Mr. Keplers responsibilities, authority, compensation or other benefits
provided under the employment agreement without Mr. Keplers written consent. In the event of any
such occurrence, Mr. Kepler will be entitled to payment of an amount equal to three times the
greater of his annual salary set forth in the employment agreement or the annual salary payment as
a result of any annual salary review, subject to certain possible adjustments. In addition, Mr.
Kepler would be entitled to continued coverage under all benefit plans until the earlier of the
expiration of the term of the coverage of Mr. Kepler under another benefit plan. The maximum Mr.
Kepler may receive, however, is limited to an amount that will not result in the imposition of a
penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code or exceed limitations
imposed by the Office of Thrift Supervision. Control, as defined in the employment agreement,
generally refers to the acquisition by any person or entity of the ownership or power to vote 25%
or more of the voting stock of Greenville Federal or GFFC, the control of the election of a
majority of Greenville Federals or GFFCs directors, the exercise of a controlling influence over
the management or policies of either company, or the reorganization, merger, consolidation or sale
of the assets of Greenville Federal or GFFC, except the control exercised by Greenville Federal
MHC and GFFC over their subsidiaries or our conversion from the mutual holding company structure to
a full stock form of organization.
The employment agreement entitles Mr. Kepler to a minimum annual salary and bonus of $150,000.
- 12 -
Retirement Benefits
4
01(k)
Plan.
Greenville Federal offers to our employees a qualified, tax-exempt savings plan
qualifying under Section 401(k) of the Internal Revenue Code. All employees who have completed at
least 12 months of continuous employment during which they have worked at least 1,000 hours are
eligible to participate.
Participants are permitted to make salary reduction contributions to the 401(k) plan for
calendar year 2007 of up to 50% of their annual salary, up to a maximum of $15,500, or $20,500 for
participants over 50 years of age. Greenville Federal matches each contribution in an amount equal
to 100% of the participants 401(k) deferrals for one year, up to 6% of their salary. All
contributions currently made by participants are before-tax contributions, although participants
also have the option to make after-tax contributions. All participant contributions and earnings
and all matching contributions are immediately vested in full.
Participants may invest amounts contributed to their 401(k) plan accounts in a broad array of
investment options available under the 401(k) plan. Changes in investment directions among the
funds are permitted on a periodic basis pursuant to procedures established by the plan
administrator.
Employee Stock Ownership Plan.
GFFC has established the Greenville Federal Financial
Corporation Employee Stock Ownership Plan (the ESOP) for the benefit of employees of GFFC and
Greenville Federal who have completed at least one year of full-time service with GFFC or
Greenville Federal. The ESOP borrowed funds from GFFC and used those funds to purchase 90,098
shares of GFFC stock. Shares released from the suspense account upon the payment of the loan are
allocated to the accounts of participants on the basis of compensation. Except for participants
who retire, become disabled, or die during the plan year, participants must have completed at least
1,000 hours of service and be employed on the last day of the plan year in order to receive an
allocation. Benefits generally vest in full after five years of service, with current employees
credited for years they served prior to the establishment of the ESOP. Benefits will be paid in
GFFC common stock and in cash. Benefits may be payable upon retirement, death, disability or
separation from service.
Certain transactions with Greenville Federal
Prior to 2006, Greenville Federal made loans to directors, executive officers and employees on
preferred terms, including reduced rates of interest and closing costs, for personal purposes, such
as for their residences and automobiles, but not for business purposes. In December 2005, the
Board of Directors of Greenville Federal determined to eliminate preferential terms for loans to
directors and executive officers effective January 1, 2006. Each loan met the same underwriting
criteria as required of other customers, with underwriting decisions based on the higher interest
rate that would apply if the borrower ceased to be affiliated with Greenville Federal. Such loans
did not, therefore, present any more risk than is presented by similar loans made to persons not
affiliated with Greenville Federal.
- 13 -
During the two fiscal years ended June 30, 2007, no director, executive officer or other
related person had loans from Greenville Federal aggregating more than $120,000, except loans made
in the ordinary course of business, made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable loans with persons not related to
Greenville Federal, and not involving more than the normal risk of collectibility or presenting
other unfavorable features.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the federal securities laws, GFFCs directors and executive officers and persons holding
more than ten percent of the common shares of GFFC are required to report their ownership of common
shares and changes in such ownership to the Securities and Exchange Commission and GFFC. The
Securities and Exchange Commission has established specific due dates for such reports. Based upon
a review of such reports, GFFC must disclose any failures to file such reports timely in Proxy
Statements used in connection with annual meetings of stockholders. GFFC has determined that no
failure to file such reports timely occurred during fiscal year 2007.
PROPOSAL 2: RATIFICATION OF SELECTION OF AUDITORS
FOR FISCAL YEAR 2007
At GFFCs 2006 Annual Meeting of Stockholders, the stockholders ratified the selection by the
GFFC Audit Committee of Grant Thornton LLP as GFFCs independent public accounting firm for fiscal
year 2007. In June 2007, GFFC was informed by Grant Thornton that Grant Thorntons Cincinnati,
Ohio, financial institutions practice was being sold to BKD effective July 1, 2007. On July 5,
2007, the Audit Committee of GFFC dismissed Grant Thornton as its independent public accounting
firm to audit GFFCs financial statements. Grant Thorntons report on the financial statements of
GFFC for the past two years did not contain an adverse opinion or a disclaimer of opinion, and
neither of such reports was qualified or modified as to uncertainty, audit scope, or accounting
principles. During GFFCs two most recent fiscal years and the subsequent interim periods
preceding the dismissal, there were no disagreements with Grant Thornton on any matter of
accounting principles or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of Grant Thornton, would have caused it to
make a reference to the subject matter of the disagreements in connection with its report.
Due to the fact that the partner at Grant Thornton who had led the audit of GFFCs financial
statements the previous year and reviewed GFFCs quarterly reports to the Securities and Exchange
Commission had left the employ of Grant Thornton and had joined BKD and based on the Audit
Committees review of information about BKD, the Audit Committee determined to engage BKD on July
5, 2007, as its independent public accounting firm to audit GFFCs financial statements. During
GFFCs two most recent fiscal years and subsequent interim periods preceding BKDs engagement, GFFC
did not consult BKD regarding either
(a) the application of accounting principles to a specified transaction, either completed or
- 14 -
contemplated, or the type of audit opinion that might be rendered on GFFCs financial statements,
and neither was a written report provided to GFFC nor was oral advice provided to GFFC that was an
important factor considered by GFFC in reaching a decision as to the accounting, auditing or
financial reporting issue; or (b) any matter that was either the subject of a disagreement or event
(as described in paragraph 304(a)(1)(iv) of Regulation S-B of the Securities and Exchange
Commission).
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR
THE RATIFICATION OF THE SELECTION OF BKD AS THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF GFFC TO AUDIT GFFCS FINANCIAL STATEMENTS FOR THE
FISCAL YEAR ENDED JUNE 30, 2007.
PROPOSAL 3: RATIFICATION OF SELECTION OF AUDITORS
FOR FISCAL YEAR 2008
The Audit Committee of the GFFC Board of Directors has selected BKD as GFFCs independent
registered public accounting firm for the fiscal year ending June 30, 2008. The selection is
subject to ratification by the stockholders of GFFC. BKD audited the financial statements of GFFC
for the fiscal year ended June 30, 2007. GFFC expects that a representative of BKD will be present
at the Annual Meeting, will have the opportunity to make a statement if he or she so desires and
will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR
THE RATIFICATION OF THE SELECTION OF BKD AS THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF GFFC FOR FISCAL YEAR 2008.
Audit and non-audit fees
The following tables present the fees paid or to be paid by GFFC and Greenville Federal to BKD
for the audit of GFFCs annual financial statements for the fiscal year ended June 30, 2007, and
the fees paid to Grant Thornton for the audit of GFFCs annual financial statements for the fiscal
year ended June 30, 2006, and fees billed for other services rendered by Grant Thornton during
fiscal years 2007 and 2006.
- 15 -
BKD Fees
|
|
|
|
|
|
|
|
|
|
|
Year ended
|
|
Year ended
|
Type of fees
|
|
June 30, 2007
|
|
June 30, 2006
|
Audit fees (1)
|
|
$
|
46,010
|
|
|
$
|
|
|
|
Audit related fees
|
|
|
|
|
|
|
|
|
|
Tax fees
|
|
|
|
|
|
|
|
|
|
All other fees
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Consists of fees for services for the audit of GFFCs annual financial statements and review
of GFFCs Annual Report on Form 10-KSB.
|
Grant Thornton Fees
|
|
|
|
|
|
|
|
|
|
|
Year ended
|
|
Year ended
|
Type of fees
|
|
June 30, 2007
|
|
June 30, 2006
|
Audit fees (1)
|
|
$
|
66,500
|
|
|
$
|
137,958
|
|
|
Audit related fees (2)
|
|
|
1,600
|
|
|
|
655
|
|
|
Tax fees (3)
|
|
|
14,100
|
|
|
|
7,915
|
|
|
All other fees
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Consists of fees for services for the audit of GFFCs and Greenville Federals annual
financial statements and review of and assistance with Securities and Exchange Commission
comments on filings with the Securities and Exchange Commission.
|
|
(2)
|
|
Consists of fees for consultations on various accounting matters.
|
|
(3)
|
|
Consists of fees for services with respect to tax return preparation, tax compliance and tax
planning.
|
GFFCs Audit Committee Charter requires the Audit Committee of the Board of Directors of GFFC
to pre-approve all audit services and all permitted non-audit services to be performed by the
independent auditor. In order to ensure prompt handling of unexpected matters, the Audit Committee
has delegated to the Chairman of the Audit Committee the authority to pre-approve non-audit
services and fees permitted to be performed by the independent auditor under the Securities
Exchange Act of 1934 and regulations of the Securities and Exchange Commission adopted thereunder.
The Chairman is required to report any such pre-approval to the Audit Committee at the next Audit
Committee meeting. The Audit Committee has pre-approved certain specific services up to specified
fee limits, with a requirement that any such pre-approved service to be provided for a fee amount
to exceed the
- 16 -
specified limit must be re-submitted to the Audit Committee for pre-approval. All non-audit
services described above were pre-approved by the Audit Committee.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors of GFFC is comprised of three directors, all of
whom are considered independent under Rule 4200(a)(14) of the National Association of Securities
Dealers listing standards. James W. Ward has been determined by the Board of Directors to be a
financial expert. The Audit Committee is responsible for overseeing GFFCs accounting functions
and controls, as well as selecting and retaining an accounting firm to audit GFFCs financial
statements. The Board of Directors and the Audit Committee have adopted a Charter to set forth the
Audit Committees responsibilities.
As required by the Charter, the Audit Committee received and reviewed the report of BKD
regarding the results of its audit, as well as the written disclosures and the letter from BKD
required by Independence Standards Board Standard No. 1. The Audit Committee reviewed and
discussed the audited financial statements with the management of GFFC. A representative of BKD
also discussed with the Audit Committee the independence of BKD from GFFC, as well as the matters
required to be discussed by Statement of Auditing Standards 61. The Audit Committee determined
that the provision by BKD of services to GFFC other than audit related services was compatible with
maintaining BKDs independence. Discussions between the Audit Committee and the representative of
BKD included the following:
|
|
|
BKDs responsibilities in accordance with generally accepted auditing
standards
|
|
|
|
|
The initial selection of, and whether there were any changes in,
significant accounting policies or their application
|
|
|
|
|
Managements judgments and accounting estimates
|
|
|
|
|
Whether there were any significant audit adjustments
|
|
|
|
|
Whether there were any disagreements with management
|
|
|
|
|
Whether there was any consultation with other accountants
|
|
|
|
|
Whether there were any major issues discussed with management prior to
BKDs retention
|
|
|
|
|
Whether BKD encountered any difficulties in performing the audit
|
|
|
|
|
BKDs judgments about the quality of GFFCs accounting principles
|
|
|
|
|
BKDs responsibilities for information prepared by management that is
included in documents containing audited financial statements
|
Based on its review of the financial statements and its discussions with management and the
representative of BKD, the Audit Committee recommended to the Board of Directors that GFFCs
financial statements be included in the Annual Report on Form 10-KSB for the year ended June 30,
2007, to be filed with the SEC.
Submitted by:
James W. Ward, Chairman
George S. Luce, Jr.
David R. Wolverton
- 17 -
PROPOSALS OF STOCKHOLDERS
Any proposals of stockholders intended to be included in the proxy statement for the 2008
Annual Meeting of Stockholders of GFFC should be sent to GFFC by certified mail and must be
received by GFFC by May 30, 2008. In addition, if a stockholder intends to present a proposal at
the 2008 Annual Meeting without including the proposal in the proxy materials related to that
meeting, and if the proposal is not received by August 13, 2008, then the proxies designated by the
Board of Directors of GFFC for the 2008 Annual Meeting of Stockholders of the Company may vote, as
directed by a majority of the Board of Directors, on any such proposal any shares for which they
have been appointed proxies without mention of such matter in the proxy statement or on the proxy
card for such meeting.
Management knows of no other business that may be brought before the Annual Meeting. It is the
intention of the persons named in the enclosed Proxy to vote such Proxy in accordance with the
direction of a majority of the Board of Directors on any other matters that may be brought before
the Annual Meeting.
COMMUNICATIONS WITH DIRECTORS AND
DIRECTOR ATTENDANCE AT MEETINGS
The Board of Directors expects all directors to make every effort to attend meetings of the
stockholders of GFFC. All directors attended the 2006 annual meeting
.
All written communications addressed to an individual director at the address of GFFC or one
of the offices of a subsidiary of GFFC will be forwarded directly to the director. All written
communications addressed to the Board of Directors at the address of GFFC or one of the offices of
a subsidiary of GFFC will be presented to the full Board of Directors at a meeting of the Board of
Directors.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WHETHER OR NOT YOU EXPECT TO ATTEND THE
MEETING IN PERSON, YOU ARE URGED TO FILL IN, SIGN AND RETURN THE PROXY IN THE ENCLOSED
SELF-ADDRESSED ENVELOPE.
|
|
|
|
|
By Order of the Board of Directors
|
|
|
|
|
|
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Greenville, Ohio
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David M. Kepler
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September 17, 2007
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President and Chief Executive Officer
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- 18 -
GREENVILLE FEDERAL FINANCIAL CORPORATION
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Annual Meeting of Stockholders
October 30, 2007
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THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF GREENVILLE FEDERAL FINANCIAL CORPORATION
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The undersigned stockholder of Greenville Federal Financial Corporation (GFFC) hereby constitutes
and appoints David R. Wolverton and Eunice F. Steinbrecher, or either one of them, the Proxy or
Proxies of the undersigned, with full power of substitution and resubstitution, to vote at the
Annual Meeting of Stockholders of GFFC to be held at Romers Catering and Entertainment Facility,
118 E. Main Street, Greenville, Ohio, on October 30, 2007, at 10:00 a.m., Eastern Standard Time
(the Annual Meeting), all of the shares of GFFC that the undersigned is entitled to vote at the
Annual Meeting, or at any adjournment thereof, on each of the following proposals, which are
described in the accompanying Proxy Statement:
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1. The election of two directors for a term expiring in 2010:
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FOR WITHHELD
01 David T. Feltman [ ] [ ]
02 David M. Kepler [ ] [ ]
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2. The ratification of the selection of BKD LLP as GFFCs independent registered public
accounting firm to audit the financial statements of GFFC for fiscal year 2007.
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[ ] FOR [ ] AGAINST [ ] ABSTAIN
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3. The ratification of the selection of BKD LLP as GFFCs independent registered public
accounting firm for fiscal year 2008:
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[ ] FOR [ ] AGAINST [ ] ABSTAIN
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE PROPOSALS.
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Important: Please sign and date this proxy on the reverse side.
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[GFFC LOGO] GREENVILLE FEDERAL
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF GREENVILLE FEDERAL FINANCIAL
CORPORATION.
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YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN.
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Please complete, date, sign and mail the detached proxy card in the enclosed postage-prepaid
envelope.
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This Proxy will be voted as directed by the undersigned shareholder.
If this Proxy is executed and
returned but no direction is given, this Proxy will be voted FOR proposals 1, 2 and 3.
If any
other business is presented at the Annual Meeting, this Proxy will be voted as directed by a
majority of the Board of Directors. At this time, the Board of Directors knows of no other
business to be presented at the Annual Meeting.
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All proxies previously given by the undersigned are hereby revoked. Receipt of the Notice of
Annual Meeting of Stockholders of GFFC, the accompanying Proxy Statement and the Annual Report to
Stockholders is hereby acknowledged.
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IMPORTANT: IF YOU RECEIVE MORE THAN ONE CARD, PLEASE SIGN AND RETURN ALL CARDS IN THE ACCOMPANYING
ENVELOPE.
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NOTE: Please sign your name exactly as it appears on this Proxy. Joint accounts require only one
signature. If you are signing this Proxy as an attorney, administrator, agent, corporation,
officer, executor, trustee or guardian, etc., please add your full title to your signature.
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