Attached files
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
(AMENDMENT NO. 1)
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended June 30, 2009
OR
/_/ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 0-24948
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PVF CAPITAL CORP.
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(Exact name of registrant as specified in its charter)
OHIO 34-1659805
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
30000 AURORA ROAD, SOLON, OHIO 44139
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (440) 248-7171
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
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COMMON STOCK (PAR VALUE $0.01 PER SHARE) THE NASDAQ STOCK MARKET, LLC
Securities registered pursuant to Section 12(g) of the Act: NONE
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Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes ___ No X
--
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes ___ No X
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Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___
--
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files.) Yes__ No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /_/
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ___ Accelerated filer ___
Non-accelerated filer ___ Smaller reporting company X
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(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes ___ No X
--
The registrant's voting stock is listed on the Nasdaq Capital Market under the
symbol "PVFC." The aggregate market value of voting stock held by nonaffiliates
of the registrant was approximately $10,736,773 based on the closing sale price
of the registrant's Common Stock as listed on the Nasdaq Capital MarketSM as of
December 31, 2008 ($1.75 per share). Solely for purposes of this calculation,
directors and executive officers are treated as affiliates.
As of September 18, 2009, the Registrant had 7,979,120 shares of common stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
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EXPLANATORY NOTE
The Annual Report on Form 10-K of PVF Capital Corp. (the "Company") for
the fiscal year ended June 30, 2009 (the "2009 Form 10-K") filed with the
Securities and Exchange Commission (the "Commission") on September 28, 2009 is
being amended hereby to include the items listed below:
ITEM DESCRIPTION
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Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions
Item 14. Principal Accountant Fees and Services
Item 15. Exhibits and Financial Statement Schedules
As originally filed, the Company's 2009 Form 10-K incorporated the
information required by Items 10, 11, 12, 13 and 14 of Form 10-K by reference to
the Company's Definitive Proxy Statement for its 2009 Annual Meeting of
Stockholders (the "Proxy Statement") as permitted by Instruction G.(3). Since
the Proxy Statement is not expected to be filed with the Commission within 120
days of the close of the Company's fiscal year ended June 30, 2009 as required
by Instruction G.(3), Items 10, 11, 12, 13 and 14 in Part III of the 2009 Form
10-K are hereby amended by deleting the texts thereof in their entirety and
substituting therefor the following text. In addition, the Company is furnishing
updated Exhibits 31.1, 31.2 and 32, which requires that the full text of Item 15
be amended, pursuant to Exchange Act Rule 12b-15. Therefore, Item 15 in Part IV
of the 2009 Form 10-K is also hereby amended by deleting the text thereof in its
entirety and substituting the following text.
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TABLE OF CONTENTS
PART III
Item 10. Directors, Executive Officers and Corporate Governance............1
Item 11. Executive Compensation............................................5
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters................................10
Item 13. Certain Relationships and Related Transactions, and Director
Independence...................................................13
Item 14. Principal Accountant Fees and Services............................15
PART IV
Item 15. Exhibits and Financial Statement Schedules........................16
SIGNATURES
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
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DIRECTORS
The Company's Board of Directors is composed of 11 members. The
Company's First Amended and Restated Articles of Incorporation (the "Articles of
Incorporation") provide that directors are elected to serve for terms of three
years, with approximately one-third elected to be elected annually.
Except as described below, there are no arrangements or understandings
between the Company and any director pursuant to which such person has been
elected a director of the Company. Director Steven A. Calabrese was appointed as
a director of the Company pursuant to an agreement with the Company and the Bank
dated September 30, 2008. Under this agreement, for a two-year period, Mr.
Calabrese agreed to vote for the Company's nominees for director and not to
solicit proxies, make stockholder proposals or offer certain transactions to the
Company's stockholders.
The Company and the Bank also entered into a similar agreement dated
September 30, 2008 with Richard M. Osborne. Under the Osborne Agreement, Mr.
Osborne was appointed as a director of the Company, but resigned from the Board
on January 29, 2009. The Osborne Agreement provides that, subject to any
limitation imposed by law or by any regulatory authority having jurisdiction
over the Company or the Bank, in the event that any time prior to the scheduled
expiration of his initial term as a director, Mr. Osborne is unable to serve as
a director, whether because of resignation, removal or otherwise, he is entitled
to designate a substitute nominee who is reasonably acceptable to the Company's
Board of Directors, and the Company will appoint the substitute nominee to the
Board of Directors for the remainder of the term, provided the substitute
nominee agrees to be bound by certain provisions of the Osborne Agreement. In
accordance with the Osborne Agreement, Mr. Osborne requested the appointment of
Thomas J. Smith as his designated substitute nominee and accordingly, Mr. Smith
was appointed as a director of the Company. The appointment of Mr. Smith as a
director is subject to Office of Thrift Supervision ("OTS") approval, and the
Company's application to the OTS currently is pending.
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The following table sets forth information regarding the directors of
the Company. All such individuals also serve as directors of the Company's
wholly owned subsidiary, Park View Federal Savings Bank (the "Bank"). Also set
forth is certain other information with respect to each person's age, the year
he first became a director of the Company, and the expiration of his term as a
director. No director is related to any other director or executive officer by
blood, marriage or adoption, except director John R. Male, who is the brother of
Jeffrey N. Male, the Vice President and Secretary of the Company, the Executive
Vice President of the Bank, and Chief Lending Officer.
AGE YEAR FIRST ELECTED CURRENT
AS OF AS DIRECTOR OF THE TERM
NAME SEPTEMBER 28, 2009 COMPANY TO EXPIRE
---- ------------------ ------- ---------
Steven A. Calabrese 48 2008 2009
Umberto P. Fedeli 49 2008 2009
Robert J. King, Jr. 54 2009 2009
Mark D. Grossi 56 2009 2010
Ronald D. Holman, II 49 2003 2010
John R. Male 61 1994 2010
Robert K. Healy 84 1994 2011
Stanley T. Jaros 64 1997 2011
Raymond J. Negrelli 57 2002 2011
Stuart D. Neidus 58 1996 2011
C. Keith Swaney 66 1994 2009
PRESENTED BELOW IS CERTAIN INFORMATION CONCERNING THE DIRECTORS OF THE COMPANY.
UNLESS OTHERWISE STATED, ALL DIRECTORS HAVE HELD THE POSITIONS INDICATED FOR AT
LEAST THE PAST FIVE YEARS.
STEVEN A. CALABRESE. Mr. Calabrese is the managing partner of
Calabrese, Racek and Markos, Inc., which operates a number of commercial real
estate companies in Cleveland, Ohio and Tampa, Florida. The firms specialize in
evaluation, market research and reporting, management, construction and
development services for commercial and industrial real estate. He is a director
of Energy West, Incorporated, a public utility company in Great Falls, Montana,
which has a class of securities registered under Section 12 of the Exchange Act.
UMBERTO P. FEDELI. Mr. Fedeli has served since 1988 as President and
Chief Executive Officer of The Fedeli Group, privately held insurance brokerage
firm in Independence, Ohio. He is a member of the Board of Directors of the
Cleveland Clinic Foundation and is currently serving as their Chairman of
Government Relations and as a member of their Executive Committee. He is on the
Board of Trustees of John Carroll University, is a trustee of the Cleveland
Catholic Dioceses Foundation, and Chairman of the Northern Ohio Italian American
Foundation, a charitable organization that he helped establish in 1995. Mr.
Fedeli is a graduate of John Carroll University.
ROBERT J. KING, JR. Mr. King has served as the President and Chief
Executive Officer of the Company and the Bank since September 10, 2009.
Previously, Mr. King most recently served as senior managing director of FSI
Group, LLC, a private equity operation focused on investing in the financial
sector from 2006 through 2009. Prior to that, Mr. King held numerous positions
with Fifth Third Bank, which he joined in 1975. During his tenure with the
Cincinnati-based company, he served as vice president of Institutional Asset
Administration, director of marketing, commercial lending officer, customer
service manager and marketing research specialist. In 1989, he joined Fifth
Third Bank (Northeastern Ohio) as an executive vice president and was promoted
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to president and chief executive officer the following year. In 1997, Fifth
Third Bank's board of directors appointed Mr. King chairman of the board of
Fifth Third Bank (Northeastern Ohio), a position he held until his retirement
from Fifth Third Bank in 2004. Mr. King was also an executive vice president of
Fifth Third Bancorp and regional president of its affiliates in Toledo, Dayton,
Columbus and southern Ohio. Mr. King is a director of The Andersons, Inc. and
Shiloh Industries, Inc., companies with a class of securities registered under
Section 12(b) of the Securities Exchange Act of 1934, as amended.
MARK D. GROSSI. Mr. Grossi was named Chairman of the Board of the
Company and the Bank in January 2009. Since 2004, Mr. Grossi has been providing
consulting services to financial services companies. From 1992 to 2004, Mr.
Grossi served as Executive Vice President, Chief Retail Banking Officer and
member of the Board of Directors of Charter One Bank, N.A. Prior to joining
Charter One, Mr. Grossi was President and Chief Executive Officer and member of
the Board of Directors of First American Savings Bank from 1987 to 1992. Mr.
Grossi serves as a Trustee for Walsh University, the Greater Cleveland Boy
Scouts of America and Lake Ridge Academy. Mr. Grossi earned his Bachelor of
Science in Business at Miami University and holds an MBA from Cleveland State
University.
RONALD D. HOLMAN, II. Mr. Holman is a partner in the law firm of
Cavitch, Familo, Durkin & Co., LPA in Cleveland, Ohio. In addition, from 1989 to
2000 he served as a legal analyst on various news shows for WEWS TV in
Cleveland, Ohio. Mr. Holman serves on the Boards of Directors for the following
nonprofit institutions: Shaker Heights Alumni Association and North Coast
Community Homes. He has also served as Chair of the Center for Families and
Children, and Treasurer of the Dartmouth Club of Northeastern Ohio. In addition,
he has served on the transition subcommittees for Mayors Frank Jackson and Jane
Campbell. Mr. Holman is a graduate of Dartmouth College and Columbia University
School of Law.
JOHN R. MALE. Mr. Male retired in July 2009. He had been with the Bank
since 1971, where he held various positions, including branch manager, mortgage
loan officer, manager of construction lending, savings department administrator
and chief lending officer. Mr. Male served as President and Chief Executive
Officer of the Bank from 1986 to October 2000 and was named President of the
Company upon its organization in 1994 and served in this capacity until October
2000. Mr. Male also served as Chairman of the Board of Directors from 2000 to
January 2009 and served as Chief Executive Officer of the Company and the Bank
from October 2000 to March 2009. Mr. Male serves in various public service and
charitable organizations. He currently serves on the Board of Trustees for
Heather Hill, a long-term care hospital in Chardon, Ohio. He has an
undergraduate degree from Tufts University and an MBA from Case Western Reserve
University. Mr. Male is the brother of Jeffrey N. Male, the Vice President and
Secretary of the Company and the Executive Vice President and Chief Lending
Officer of the Bank.
ROBERT K. HEALEY. Mr. Healey currently is retired. He had been employed
from 1961 to 1987 by Leaseway Transportation Corp. and most recently served as
Executive Vice President -- Managed Controlled Transportation. He formerly
served on the Boards of Trustees of St. Vincent Charity Hospital, New Direction,
Western Reserve Historical Society, the Woodruff Foundation and Glen Oak School.
STANLEY T. JAROS. Mr. Jaros is a partner in the law firm of Moriarty &
Jaros, P.L.L. He has served as a trustee of a number of Cleveland area nonprofit
organizations, and was a member of the Cleveland Landmarks Commission. Mr. Jaros
is a graduate of Brown University and Case Western Reserve Law School and
received an MBA from the University of Pennsylvania.
RAYMOND J. NEGRELLI. Mr. Negrelli is an investor in and developer of
real estate, primarily retail and office properties, in northeast Ohio. He is
the President of Raymond J. Negrelli, Inc. and a General Partner in Bay
Properties Co., both of which are based in Euclid, Ohio. He is a former member
of the Community Leadership Council of Hillcrest Hospital, Mayfield Heights,
Ohio, served on the Civil Justice Reform Act Advisory Group for the United
States District Court, and serves on various local public service and charitable
organizations.
STUART D. NEIDUS. Mr. Neidus currently holds the position of Chairman
and Chief Executive Officer of Anthony & Sylvan Pools Corporation, a company
that operates in the leisure industry and is one of the nation's largest
in-ground residential concrete swimming pool installers. Prior to this position,
he served as Executive Vice President and Chief Financial Officer of Essef
Corporation from September 1996 until Anthony & Sylvan's split-off from Essef in
August 1999. At Premier Industrial Corporation he held various positions from
1992 until 1996, most recently as Executive Vice President until the company was
acquired by Farnell Electronics plc. Prior to that, Mr. Neidus spent 19 years
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with the international accounting firm of KPMG LLP, serving as an audit partner
from 1984 until 1992. He has served as a board member and on advisory committees
of many nonprofit and civic organizations over the years.
C. KEITH SWANEY. Mr. Swaney retired from his positions as an executive
officer of the Company and the Bank in November 2008. Mr. Swaney joined the Bank
in 1962 and was named Executive Vice President and Chief Financial Officer in
1986. He was named Vice President and Treasurer of the Company upon its
organization in 1994. Mr. Swaney was named President and Chief Operating Officer
of the Company and the Bank in October 2000. He is responsible for all internal
operations of the Company and the Bank. Over the years, he has participated in
various charitable organizations and currently serves on the Hiram House Board
of Trustees. Mr. Swaney attended Youngstown State University and California
University in Pennsylvania.
DIRECTOR NOMINEE
MARTY E. ADAMS, age 57, served as Interim Chief Executive Officer of
the Company and the Bank from March 2009 until September 9, 2009. Most recently
prior to that, Mr. Adams served as president and chief operating officer of
Huntington Bancshares, Inc. from July 2007 until December 2007 following
Huntington Bancshares' acquisition of Sky Financial Group, Inc. Mr. Adams
previously served as the chairman and chief executive officer of Sky Financial
Group, Inc. Mr. Adams has served as a director of the Bank since September 2009.
He is not currently a director of the Company.
DIRECTOR APPOINTED, SUBJECT TO OTS APPROVAL
Pursuant to the Osborne Agreement, Mr. Richard M. Osborne requested the
appointment of Mr. Thomas J. Smith as a director of the Company. See "--
Directors" above. The Board of Directors has appointed Mr. Smith as a director
subject to OTS approval, and the Company's application to the OTS currently is
pending.
Mr. Smith, age 65, was appointed vice president and chief financial
officer of Energy West, Incorporated ("Energy West") in November 2007. He has
been a director of Energy West since December 2003. He also served as Energy
West's interim president from August 2007 to November 2007. From 1998 to 2006,
he was the president, chief operating officer and a director of John D. Oil and
Gas Company, a publicly held oil and gas exploration company in Mentor, Ohio, of
which he remains a director. Since 2003, he has been president, treasurer and
secretary of Northeast Ohio Natural Gas Corporation, a natural gas distribution
company in Mentor, Ohio, and since 2002 he has been president, treasurer and
secretary of Orwell Natural Gas Company, a natural gas distribution company in
Mentor, Ohio. He is also a director of Corning Natural Gas Corporation, a public
utility company in Corning, New York.
EXECUTIVE OFFICERS
The following sets forth information with respect to the executive
officers of the Company.
AGE AS OF
NAME SEPTEMBER 28, 2009 TITLE
---- ------------------ -----
Robert J. King, Jr. 54 President and Chief Executive Officer of the
Company and the Bank
Edward B. Debevec 50 Treasurer of the Company and the Bank
Jeffrey N. Male 60 Vice President and Secretary of the Company and
Executive Vice President and Chief Lending Officer
of the Bank
ROBERT J. KING, JR. Mr. King has served as the President and Chief
Executive Officer of the Company and the Bank since September 10, 2009.
Previously, Mr. King most recently served as senior managing director of FSI
Group, LLC, a private equity operation focused on investing in the financial
sector from 2006 through 2009. Prior to that, Mr. King held numerous positions
with Fifth Third Bank, which he joined in 1975. During his tenure with the
Cincinnati-based company, he served as vice president of Institutional Asset
Administration, director of marketing, commercial lending officer, customer
service manager and marketing research specialist. In 1989, he joined Fifth
Third Bank (Northeastern Ohio) as an executive vice president and was promoted
to president and chief executive officer the following year. In 1997, Fifth
Third Bank's board of directors appointed Mr. King chairman of the board of
Fifth Third Bank (Northeastern Ohio), a position he held until his retirement
from Fifth Third Bank in 2004. Mr. King was also an executive vice president of
Fifth Third Bancorp and regional president of its affiliates in Toledo, Dayton,
Columbus and southern Ohio. Mr. King is a director of The Andersons, Inc. and
Shiloh Industries, Inc., companies with a class of securities registered under
Section 12(b) of the Securities Exchange Act of 1934, as amended.
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EDWARD B. DEBEVEC. Mr. Debevec has been with the Bank since 1984. He
has served in various capacities, including supervisor of the construction loan
department, and has held the position of Treasurer since 1989. Mr. Debevec was
named Principal Financial and Accounting Officer and Treasurer of the Bank and
Company in November 2008.
JEFFREY N. MALE. Mr. Male has been with the Bank since 1973. He has
served in various capacities, including supervisor of the construction loan
department, personnel director and manager of the collection, foreclosure and
REO departments. Mr. Male was named Executive Vice President of the Bank in
2000. In 1986 Mr. Male was named Senior Vice President in charge of residential
lending operations. He was named Vice President and Secretary of the Company
upon its organization in 1994 and continues to serve in that position. Mr. Male
has served in various capacities with public service and charitable
organizations, including the Chagrin Valley Jaycees, the Chagrin Falls Chamber
of Commerce and the Neighborhood Housing Services Corporate Loan Committee. Mr.
Male is a graduate of Denison University.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to regulations promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), the Company's officers, directors and
persons who own more than 10% of the outstanding common stock ("Reporting
Persons") are required to file reports detailing their ownership and changes of
ownership in such common stock (collectively, "Reports"), and to furnish the
Company with copies of all such Reports. Based solely on its review of the
copies of such Reports or written representations that no such Reports were
necessary that the Company received during the past fiscal year or with respect
to the last fiscal year, management believes that during the fiscal year ended
June 30, 2009, all of the Reporting Persons complied with these reporting
requirements, except Director Raymond J. Negrelli who filed a late Form 4
reporting two transactions.
CODE OF ETHICS
The Company has adopted a Code of Ethics that applies to the Company's
directors, officers and employees.
AUDIT COMMITTEE
The Company has a separately designated Audit Committee established in
accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The Audit Committee met periodically to examine
and approve the audit report prepared by the independent registered public
accounting firm of the Company and its subsidiaries, to review and appoint the
independent registered public accounting firm to be engaged by the Company, to
review the internal audit function and internal accounting controls and to
review and approve various Company policies. The members of the Audit Committee
are Stuart D Neidus (Chairman), Robert K. Healey and Umberto P. Fedeli. The
Company's Board of Directors has determined that one member of the Audit
Committee, Stuart D. Neidus, qualifies as an "audit committee financial expert"
as defined in Section 407(d) of Regulation S-K promulgated by the U.S.
Securities and Exchange Commission. Director Neidus is "independent," as
independence for audit committee members is defined under applicable NASDAQ
listing standards.
ITEM 11. EXECUTIVE COMPENSATION
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SUMMARY COMPENSATION TABLE
The following information is furnished for the individuals who served
as the principal executive officer of the Company for the 2009 fiscal year and
for the two other most highly compensated executive officers of the Company who
were serving as executive officers on June 30, 2009 and whose total compensation
exceeded $100,000.
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NAME AND OPTION ALL OTHER
PRINCIPAL POSITION YEAR SALARY AWARDS (1) COMPENSATION (2) TOTAL
------------------ ---- ------ ---------- ---------------- -----
Marty E. Adams (3) .......... 2009 $ 160,000(4) $ - $ - $ 160,000
INTERIM CHIEF EXECUTIVE OFFICER OF
THE COMPANY AND THE BANK
John R. Male(5) ............. 2009 $ 226,020 $ 7,504 $ 52,030 $ 285,554
RETIRED CHIEF EXECUTIVE OFFICER OF 2008 226,021 9,038 65,397 300,456
THE COMPANY AND THE BANK
C. Keith Swaney(6)........... 2009 $ 107,801 $ 4,841 $ 1,895,829 $ 2,008,471
RETIRED PRESIDENT AND CHIEF 2008 200,000 11,410 47,900 259,310
OPERATING OFFICER OF THE COMPANY
AND THE BANK, TREASURER OF THE
COMPANY AND CHIEF FINANCIAL OFFICER
OF THE BANK
Jeffrey N. Male.............. 2009 $ 145,000 $ 11,580 $ 10,525 $ 167,105
VICE PRESIDENT AND SECRETARY 2008 145,000 5,972 26,888 177,860
OF THE COMPANY AND EXECUTIVE
VICE PRESIDENT OF THE BANK
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(1) Reflects the dollar amount recognized for financial statement reporting
purposes in accordance with FAS 123(R) during the year ended June 30, 2009,
based upon a fair value of $4.00, $3.79, $3.08 and $1.12 for options
granted in 2004, 2005, 2006 and 2008, respectively, to Messrs. John R. Male
and Jeffrey N. Male, and $3.60, $1.99, $1.61 and $1.93 for options granted
to Mr. C. Keith Swaney in 2003, 2004, 2005, 2006 and 2008, respectively,
using the Black-Scholes option pricing model. For further information
regarding the assumptions used to compute fair value, see Note 15 to the
Notes to the Consolidated Financial Statements contained in Item 8 to the
Company's Annual Report on Form 10-K for the year ended June 30, 2009.
(2) Details of the amounts reported in the "All Other Compensation" column for
2009 are provided in the table below.
MARTY E. ADAMS JOHN R. MALE C. KEITH SWANEY JEFFREY N. MALE
-------------- ------------ --------------- ---------------
Director compensation................... $ -- $25,200 $25,200 $ --
Employer contributions to 401(k) Plan... -- 4,521 -- 2,342
Disability insurance premiums........... -- 2,979 3,532 2,713
Life insurance premiums................. -- 6,900 11,340 5,470
Reimbursement of legal fees............. -- 12,430 -- --
Supplemental Executive Retirement Plan
Payment(d)........................... -- -- 1,855,757 --
Perquisites............................. (a) (b) (c)
----------------
(a) Consists of an automobile allowance of $5,630, tax consulting fees of $1,675
and country club dues of $8,639.
(b) Mr. Swaney's aggregate perquisite amount was less than $10,000.
(c) Consists of an automobile allowance of $1,960, tax consulting fees of $925
and country club dues of $9,662.
(d) Represents payment of amounts previously accrued and payable upon separation
of service under the Company's Supplemental Executive Retirement Plan. On
July 27, 2009, the Bank took action to terminate this plan.
(3) Mr. Adams was appointed Interim Chief Executive Officer on March 4, 2009.
The amount shown was paid as consulting fees to Marty Adams Consulting LLC.
(4) Consists of fees paid to Marty Adams Consulting LLC.
(5) Mr. Male resigned as Chairman of the Board of the Company and the Bank on
January 29, 2009 and as Chief Executive Officer of the Company and the Bank
on March 4, 2009. He retired as President of PVF Service Corporation, a
wholly owned subsidiary of the Company, on July 27, 2009.
(6) Mr. Swaney retired on November 25, 2008.
CONSULTING AGREEMENT WITH MARTY E. ADAMS
In connection with his appointment as Interim Chief Executive Officer
of the Company and the Bank, Marty Adams Consulting LLC ("MAC"), of which Mr.
Adams is the principal, entered into an agreement, dated February 26, 2009, with
the Company and the Bank pursuant to which, among other things, (i) Mr. Adams
has served as Interim Chief Executive Officer of the Company and the Bank since
March 4, 2009, and (ii) MAC received $40,000, payable monthly, in consideration
for Mr. Adams' services.
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SEVERANCE AGREEMENT
The Company and the Bank maintain a severance agreement (the "Severance
Agreement") with Jeffrey N. Male, the Vice President and Secretary of the
Company and the Executive Vice President of the Bank (the "Executive"). The
Severance Agreement is for a term of three years. On each anniversary date from
the date of commencement of the Severance Agreement, the term of the agreement
may be extended for an additional one-year period beyond the then effective
expiration date upon a determination by the Board of Directors that the
performance of the Executive has met the required performance standards.
Under the Severance Agreement, in the event of the Executive's
involuntary termination of employment within one year following a "change in
control" of the Bank or the Company, or voluntary termination for "good reason,"
other than for "cause," the Executive will receive the following benefits under
his Severance Agreement: (i) a payment equal to three (3) times the Executive's
annual compensation (current base salary plus annual incentive compensation for
the calendar year immediately preceding the change in control), payable in a
lump sum within 30 days following termination; (ii) the Bank or the Company
shall cause the Executive to become fully vested in any benefit plans, programs
or arrangements in which the Executive participated, and the Bank will
contribute to the Executive's 401(k) plan account the Bank's matching and/or
profit sharing which would have been paid had the Executive remained in the
employ of the Bank throughout the remainder of the 401(k) plan year; and (iii)
the Executive will receive continued life, health and disability insurance
coverage substantially identical to the coverage maintained by the Bank or the
Company for the Executive prior to termination until the earlier of the
Executive's employment with another employer or 12 months following termination.
In addition, under the terms of the Severance Agreement, the Executive also
would be entitled to receive additional tax indemnification payments if the
payments and benefits under his Severance Agreement or any other payments
triggered liability under the Internal Revenue Code of 1986, as amended, as an
excise tax constituting "excess parachute payments." Under applicable law, the
excise tax is triggered by change in control-related payments which equal or
exceed three times an executive's base amount. The excise tax equals 20% of the
amount of the payment in excess of one times the executive's base amount.
"Change in control" is defined generally in the Severance Agreement as:
(i) the acquisition, by any person or persons acting in concert of the power to
vote more than 25% of the Company's voting securities or the acquisition by a
person of the power to direct the Company's management or policies; (ii) the
acquisition by a person of the power to direct the Bank's or Company's
management or policies, if the Board of Directors or the Bank's regulator, the
OTS, has made a determination that such acquisition constitutes or will
constitute an acquisition of control of the Bank or the Company for the purposes
of the Savings & Loan Holding Company Act or the Change in Bank Control Act and
the regulations thereunder; (iii) the merger of the Company with another
corporation on a basis whereby less than 50% of the total voting power of the
surviving corporation is represented by shares held by former shareholders of
the Company prior to the merger; or (iv) the sale by the Company of the Bank or
substantially all its assets to another person or entity. In addition, a change
in control occurs when, during any consecutive two-year period, directors of the
Company or the Bank at the beginning of such period cease to constitute a
majority of the Board of Directors of the Company or the Bank, unless the
election of replacement directors was approved by a two-thirds vote of the
initial directors then in office. "Good reason" is defined in the Severance
Agreements as any of the following events that occur without the Executive's
written consent: (i) the assignment to the Executive of duties that constitute a
material diminution of his authority, duties or responsibilities; (ii)
materially reducing the Executive's base salary; (iii) the relocation of the
Executive's principal place of employment to a location that is more than 35
miles from the Bank's Solon, Ohio office; or (iv) any other action or inaction
by the Bank that constitutes a material breach of the Severance Agreement.
LETTER AGREEMENT WITH JOHN R. MALE
In connection with John R. Male's retirement, the Company entered into
a Letter Agreement with John R. Male (the "Agreement"), dated July 27, 2009,
certain terms of which are subject to OTS approval. Among other things, the
Agreement provides for termination of the severance agreement between Mr. Male
and the Company and the Bank and termination of the Letter Agreement previously
entered into among Mr. Male, the Company and the Bank, dated January 29, 2009.
The Agreement provides, however, that the provision of the Letter Agreement
dated January 29, 2009 regarding payments to cover any additional tax imposed
under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code")
in connection with payments made to Mr. Male under his Severance Agreement or
the Bank's Supplemental Executive Retirement Plan will survive its termination,
and Mr. Male will be entitled to receive these payments. The Agreement provides
that Mr. Male will continue to serve as a director of the Company and the Bank
7
11
through the expiration of his current term, and will be considered by the
Nominating Committee in connection with the 2010 annual meeting. The Agreement
entitles Mr. Male to receive an early retirement benefit under the Bank's
Supplemental Executive Retirement Plan in the amount of $1,471,731, which will
be paid upon his separation from service in accordance with Section 409A of the
Code. Under the Agreement, the Bank will continue to provide health insurance
coverage to Mr. Male on the same terms as coverage previously made available to
Mr. Male until he becomes eligible for Medicare coverage. The Agreement provides
that Mr. Male will be retained as a consultant to the Bank for a 12-month period
following OTS approval and during such period may not compete within 25 miles of
the Company's headquarters; Mr. Male will be paid $8,333 per month for his
consulting services.
GRANTS OF PLAN-BASED AWARDS
The Company maintains the PVF Capital Corp. 2000 Incentive Stock Option
Plan and the PVF Capital Corp. 2008 Equity Incentive Plan for the purpose of
providing the named executive officers and other eligible participants with an
opportunity to receive stock option grants or restricted stock awards.
8
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
The following table provides certain information with respect to the
number of shares of Company common stock represented by outstanding stock
options held by the named executive officers as of June 30, 2009.
OPTION AWARDS
-----------------------------------------------------------------------------------
NUMBER OF
SECURITIES
NUMBER OF SECURITIES UNDERLYING
UNDERLYING UNEXERCISED OPTION
UNEXERCISED OPTIONS OPTIONS (#) EXERCISE OPTION
(#) EXERCISABLE UNEXERCISABLE PRICE ($) EXPIRATION DATE
----------------------- --------------- --------------- -----------------
Marty E. Adams.................. -- -- $ -- --
John R. Male.................... 4,620 -- 13.64 11/1/2009 (1)
4,200 -- 12.21 11/1/2010 (1)
7,000 -- 11.70 11/1/2011 (1)
6,700 -- 4.42 11/3/2013 (1)
C. Keith Swaney................. -- -- -- --
Jeffrey N. Male................. 3,080 -- 13.64 11/1/2009
2,240 560 (1) 12.21 11/1/2010
2,700 1,800 (2) 11.70 11/1/2011
860 3,440 (3) 4.42 11/3/2013
---------------
(1) As a result of Mr. Male's retirement subsequent to June 30, 2009 from his
position as an officer of the Company, Mr. Male's options will expire on
October 26, 2009.
(2) These options vest on November 3, 2009.
(3) 50% of these options vest on each of November 1, 2009 and 2010.
(4) 33.3% of these options vest on each of November 1, 2009, 2010 and 2011.
DIRECTOR COMPENSATION
The following table provides the compensation received by individuals
who served as non-employee directors of the Company during the 2009 fiscal year.
FEES EARNED OR
NAME PAID IN CASH ($) OPTION AWARDS ($)(5) TOTAL ($)
------------------------------------------ ----------------------- ---------------------- --------------------
Steven A. Calabrese..................... $18,900 $11,580 $30,480
Gerald A. Fallon(1)..................... $25,200 5,790 30,990
Umberto P. Fedeli(2) ................... $12,600 -- 12,600
Mark D. Grossi(3) ...................... $10,500 -- 10,500
Robert K. Healey........................ $25,200 5,308 30,508
Ronald D. Holman, II.................... $25,200 6,273 31,473
Stanley T. Jaros........................ $25,200 3,860 29,060
Raymond J. Negrelli..................... $25,200 3,378 28,578
Stuart D. Neidus........................ $25,200 7,238 32,438
Richard M. Osborne(4)................... $ 8,400 9,650 18,050
-------------------------
(1) Mr. Fallon resigned from the Board on November 6, 2008.
(2) Mr. Fedeli was appointed to the Board on November 6, 2008.
(3) Mr. Grossi was appointed to the Board on January 29, 2009.
(4) Mr. Osborne resigned from the Board on January 29, 2009.
(5) Reflects the dollar amount recognized for financial statement reporting
purposes in accordance with FAS 123(R) during the year ended June 30, 2009,
based upon a fair value of $3.60, $1.99, $1.61 and $1.93 for options
granted in 2003, 2004, 2005, 2006 and 2008, respectively, using the
Black-Scholes option pricing model. For further information regarding the
assumptions used to compute fair value, see Note 15 to the Notes to the
Consolidated Financial Statements contained in Item 8 to the Company's
Annual Report on Form 10-K for the year ended June 30, 2009. As of June 30,
2009, the non-employee directors had the following number of non-qualified
stock options outstanding:
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NON-QUALIFIED
STOCK OPTIONS
NAME OUTSTANDING
---- -----------
Steven A. Calabrese............................................................. 5,000
Gerald D. Fallon................................................................ 19,296
Umberto P. Fedeli............................................................... --
Mark D. Grossi.................................................................. --
Robert K. Healey................................................................ 19,941
Ronald D. Holman, II............................................................ 17,610
Stanley T. Jaros................................................................ 22,620
Raymond J. Negrelli............................................................. 16,046
Stuart D. Neidus................................................................ 28,370
Richard M. Osborne.............................................................. 5,000
CASH RETAINER AND MEETING FEES FOR DIRECTORS. The following table sets forth the
applicable retainers and fees that were paid to our non-employee directors for
their service on the Bank's Board of Directors during the year ended June 30,
2009. The directors have elected to forego any fees for service during the year
ending June 30, 2010.
Annual retainer.................................................$25,200
Daily fee per special board event or retreat....................$ 2,500
Directors are eligible to receive awards under the Company's 2000
Incentive Stock Option Plan and the 2008 Equity Incentive Plan. On November 1,
2008, grants of non-qualified stock options to purchase shares of Company common
stock were made under the 2000 Incentive Stock Option Plan to the following
directors: Mr. Calabrese, 5,000 options; Mr. Healey, 2,750 options; Mr. Holman,
3,250 options; Mr. Jaros, 2,000 options; Mr. Negrelli, 1,750 options; Mr.
Neidus, 3,750 options; and Mr. Osborne, 5,000 options. The options have an
exercise price of $4.02, the fair market value of the Company's common stock on
the date of grant, were exercisable upon grant and have terms of ten years.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
------------------------------------------------------------------
RELATED STOCKHOLDER MATTERS
---------------------------
Persons and groups beneficially owning in excess of 5% of the common
stock are required to file certain reports with respect to such ownership
pursuant to the Exchange Act. The following table sets forth, as of October 19,
2009, certain information as to the common stock beneficially owned by the only
persons known to the Company to beneficially own more than 5% of the common
stock, by each of the Company's directors, by the non-director executive officer
of the Company named in the Summary Compensation Table set forth under the
caption "EXECUTIVE COMPENSATION" and by all executive officers and directors of
the Company as a group.
PERCENT OF SHARES
NAME AND ADDRESS AMOUNT AND NATURE OF OF COMMON STOCK
OF BENEFICIAL OWNER (1) BENEFICIAL OWNERSHIP (2) OUTSTANDING (3)
----------------------- ------------------------ ---------------
PERSONS OWNING GREATER THAN 5%:
------------------------------
Alesco Preferred Funding IV Ltd. 854,171 (4) 9.90% (4)
Cohen & Company Financial Management, LLC
Dekania Investors, LLC
Cohen Brothers, LLC
Cohen Bros. Financial, LLC
Daniel G. Cohen
2929 Arch Street, 17th Floor
Philadelphia, Pennsylvania 19104
John R. Male 535,872 (5) 6.70
30000 Aurora Road
Solon, Ohio 44139
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Umberto P. Fedeli 636,000 (6) 7.97
5005 Rockside Road
Crown Centre Building, Fifth Floor
Independence, Ohio 44131-8003
Richard Osborne 403,000 (7) 5.05
Richard M. Osborne Trust
OsAir, Inc.
8500 Station Street, Suite 113
Mentor, Ohio 44060
Steven A. Calabrese 477,454 (8) 5.98
CCAG Limited Partnership
Steven A. Calabrese Profit Sharing Trust
30000 Aurora Road
Solon, Ohio 44139
Jeffrey L. Gendell 587,223 (9) 7.36
Tontine Financial Partners, L.P.
Tontine Management, L.L.C.
Tontine Overseas Associates, L.L.C.
55 Railroad Avenue, 3rd Floor
Greenwich, Connecticut 06830
DIRECTORS:
---------
Steven A. Calabrese 477,454 (8) 5.98
Umberto P. Fedeli 636,000 (6) 7.97
Mark D. Grossi 118,208 (10) 1.48
Robert K. Healey 46,157 (11) *
Ronald D. Holman, II 17,610 *
Stanley T. Jaros 33,316 *
Robert J. King, Jr. 0 *
John R. Male 535,872 (5) 6.70
Raymond J. Negrelli 36,046 *
Stuart D. Neidus 64,898 (12) *
C. Keith Swaney 200,961 2.52
DIRECTOR NOMINEE:
----------------
Marty E. Adams 0 *
INDIVIDUAL APPOINTED AS DIRECTOR SUBJECT TO OTS APPROVAL:
--------------------------------------------------------
Thomas J. Smith 0 *
NAMED EXECUTIVE OFFICER:
-----------------------
Jeffrey N. Male 301,140 (13) 3.77
All Executive Officers and Directors 2,521,616 30.99%
as a Group (13 persons)
-----------------
* Less than 1%.
(1) All executive officers and directors of the Company have the Company's
address: 30000 Aurora Road, Solon, Ohio 44139.
(2) In accordance with Rule 13d-3 under the Exchange Act, a person is deemed to
be the beneficial owner, for purposes of this table, of any shares of
common stock if he has or shares voting or investment power with respect to
such common stock or has a right to acquire beneficial ownership at any
time within 60 days from October 19, 2009. As used herein, "voting power"
is the power to vote or direct the voting of shares and "investment power"
is the power to dispose or direct the disposition of shares. Unless
otherwise indicated, the beneficial owner has sole voting and investment
power with respect to the listed shares. The amounts shown include 5,000,
19,941, 17,610, 22,620, 22,520, 16,046, 28,370, 11,200 and 158,924 shares
that Directors Steven A. Calabrese, Robert K. Healey, Ronald D. Holman, II,
Stanley T. Jaros, John R. Male, Raymond J. Negrelli, Stuart D. Neidus, Mr.
Jeffrey N. Male and all
11
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executive officers and directors as a group, respectively, have the right
to acquire pursuant to options exercisable within 60 days of October 19,
2009.
(3) Based on 7,979,120 shares outstanding.
(4) Based on Schedule 13G filed on September 14, 2009. Alesco Preferred Funding
IV Ltd., Cohen & Company Financial Management, LLC, Dekania Investors, LLC,
Cohen Brothers, LLC, Cohen Bros. Financial, LLC and Daniel G. Cohen may be
deemed in the aggregate to beneficially own 854,171 shares of Company
common stock, consisting of 205,297 shares of Company common stock and
approximately 648,874 shares of Company common stock into which a warrant
issued to Alesco Preferred Funding IV Ltd. Is currently exercisable. Alesco
Preferred Funding IV Ltd. directly owns 205,297 shares of Company common
stock and approximately 648,874 shares of Company common stock into which a
warrant issued to Alesco Preferred Funding IV Ltd. is currently
exercisable. On the basis of an investment management agreement between
Alesco Preferred Funding IV Ltd. and Cohen & Company Financial Management,
LLC, Cohen & Company Financial Management, LLC may be deemed to indirectly
own the shares of Company common stock directly owned by Alesco Preferred
Funding IV Ltd. The sole member of Cohen & Company Financial Management,
LLC is Dekania Investors, LLC, the sole member of which is Cohen Brothers,
LLC. A majority of the voting power of the outstanding equity interests of
Cohen Brothers, LLC is controlled by Cohen Bros. Financial, LLC, the sole
member of which is Daniel G. Cohen.
(5) Includes 36,438 shares held by the Bank's 401(k) Plan, as to which shares
Mr. John R. Male has sole voting and shared investment power, and 11,237
shares owned by Mr. Male's wife, as to which shares Mr. Male may be deemed
to have beneficial ownership. Also includes 414,424 shares held by trusts
of which Mr. John R. Male serves as trustee and as such has sole voting and
investment power over such shares. 100,000 shares held in trust are pledged
as collateral for a loan.
(6) Includes 10,000 shares owned by the Fedeli Family Charitable Foundation, of
which Mr. Fedeli is the president, and 1,000 shares owned by his wife's
IRA.
(7) Based on his Schedule 13D filed on February 11, 2009, Mr. Osborne has sole
voting and dispositive power over 398,000 shares, which include 118,000
shares owned by the Richard M. Osborne Trust, of which Mr. Osborne is the
sole trustee, and 280,000 shares owned by OsAir, Inc., of which Mr. Osborne
is the president, chief executive officer, chairman of the board and a
majority shareholder. Also includes 5,000 shares Mr. Osborne has the right
to acquire upon the exercise of options.
(8) Includes 15,930 shares owned by Mr. Calabrese's minor children and 10,750
shares beneficially owned by Mr. Calabrese's wife. Mr. Calabrese disclaims
beneficial ownership of the shares owned by his wife.
(9) According to their statement on Schedule 13G, as amended, filed on February
6, 2008, Jeffrey L. Gendell shares voting and dispositive power over the
listed shares, Tontine Financial Partners, L.P. and Tontine Management,
L.L.C. share voting and dispositive power with respect to 519,618 shares
and Tontine Overseas Associates, L.L.C. shares voting and dispositive power
with respect to 67,605 shares.
(10) Represents shares owned by Westwood Douglas LLC over which shares Mr.
Grossi has sole voting and dispositive power.
(11) Includes 26,216 shares held by a revocable trust for the benefit of Mr.
Healey; Mr. Healey does not have or share voting or investment power over
such shares. Does not include 97,313 shares held by an irrevocable trust
for the benefit of Mr. Healey's wife, as to which shares Mr. Healey does
not have or share voting or investment power.
(12) Includes 149 shares as to which Mr. Neidus' wife has voting and investment
power.
(13) Includes 29,127 shares held by the Bank's 401(k) Plan, as to which shares
Mr. Jeffrey N. Male has sole voting and shared investment power. Includes
177,560 shares held by a revocable trust for the benefit of Mr. Jeffrey N.
Male and 33,423 shares held by a revocable trust for the benefit of Mr.
Jeffrey N. Male's wife; Mr. Jeffrey N. Male is co-trustee of such trusts
and shares voting and investment power over such shares. Also includes
13,489 shares as to which Mr. Jeffrey N. Male's wife has voting and
investment power.
The following table shows beneficial ownership of trust preferred
securities issued by PVF Capital Trust II as of October 19, 2009 by the persons
listed on the table above.
PERCENT OF TRUST
AMOUNT AND NATURE OF PREFERRED SECURITIES
NAME BENEFICIAL OWNERSHIP (1) OUTSTANDING
---- ------------------------ ---------------------
Umberto P. Fedeli $2,000,000 20.0%
Robert J. King, Jr. 1,000,000 10.0
Marty E. Adams 4,500,000 45.0
---------------
(1) Represents aggregate liquidation amount.
CHANGES IN CONTROL
Management knows of no arrangements, including any pledge by any person
of securities of the Bank, the operation of which may at a subsequent date
result in a change in control of the registrant.
12
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EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth certain information with respect to the
Company's equity compensation plans as of June 30, 2009.
(A) (B) (C)
NUMBER OF SECURITIES
REMAINING
NUMBER OF SECURITIES TO BE WEIGHTED-AVERAGE EXERCISE AVAILABLE FOR FUTURE ISSUANCE
ISSUED UPON EXERCISE OF PRICE OF OUTSTANDING UNDER EQUITY COMPENSATION
OUTSTANDING OPTIONS, WARRANTS OPTIONS, WARRANTS AND PLANS (EXCLUDING SECURITIES
AND RIGHTS(1) RIGHTS REFLECTEDIN COLUMN (A))(1)
------------ ------ --------------------------
Equity compensation plans
approved by security holders 582,792 $8.54 19,467
Equity compensation plans not
approved by security holders - - -
------- ----- ------
Total 582,792 $8.54 19,467
======= ===== ------
------------
(1) Adjusted for a 10% stock dividend paid on the Common Stock on September 7,
1999, a 10% stock dividend paid on the Company's Common Stock on September
1, 2000, a 10% stock dividend paid on the Common Stock on August 31, 2001,
a 10% stock dividend paid on the Common Stock on August 30, 2002, a 10%
dividend paid on the Common Stock on August 29, 2003, a 10% dividend paid
on the Common Stock on August 31, 2004 and a 10% dividend paid on the
Common Stock on August 31, 2005.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
------------------------------------------------------------
INDEPENDENCE
------------
INDEBTEDNESS OF MANAGEMENT
Under applicable law, the Bank's loans to directors and executive
officers must be made on substantially the same terms, including interest rates,
as those prevailing for comparable transactions with non-affiliated persons, and
must not involve more than the normal risk of repayment or present other
unfavorable features. Furthermore, loans above the greater of $25,000 or 5% of
the Bank's capital and surplus (I.E., up to $3.9 million at June 30, 2009) to
such persons must be approved in advance by a disinterested majority of the
Bank's Board of Directors.
At June 30, 2009, the aggregate amount of loans by the Bank to
executive officers and directors was $9.7 million, representing 19.55% of
stockholders' equity. These loans were performing according to their original
terms at June 30, 2009. All loans made by the Bank to its directors and
executive officers and members of their immediate families were made in the
ordinary course of business, were made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons not related to the Bank, and did not
involve more than the normal risk of collectibility or present other unfavorable
features.
TRANSACTIONS WITH RELATED PERSONS
Pursuant to the Charter of the Audit Committee of the Board of Directors, the
Audit Committee has the responsibility to review all related party transactions
for potential conflict of interest situations on an ongoing basis and determine
whether to approve such transactions. The Audit Committee has adopted a
comprehensive written policy for the review of certain transactions with related
persons. The policy requires Audit Committee review of certain transactions with
a director, nominee for director or executive officer, or any immediate family
member or entity controlled by any such person (collectively, a "Related
Person"). The transactions that require prior review are financial transactions
or relationships (including charitable contributions and indebtedness other than
loans provided in the ordinary course of the Company's business and on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable loans provided to unrelated third parties
and which did not involve more than the normal risk of collectibility or present
other unfavorable features) where the aggregate amount involved will, or may be
expected to, exceed $120,000 in any calendar year, the Company is, will be or
may be expected to be a participant and any Related Person has or will have a
13
17
direct or indirect material interest. In considering whether to recommend
approval of a transaction, the Audit Committee will consider whether the terms
of the transaction are at least as favorable to the Company as those that might
be achieved with an unaffiliated third party, the size of the transaction and
the amount of consideration payable to the Related Person, the nature of the
interest of the Related Person, whether the transaction may involve a conflict
of interest as defined in the Company's Code of Ethics and whether the
transaction involves the provision of goods or services to the Company that are
available from unaffiliated third parties. The Audit Committee's recommendations
with respect to Related Person transactions are then submitted for consideration
by the full Board of Directors, which decides whether to approve any covered
transaction.
In addition, in accordance with banking regulations, the Board of
Directors reviews all loans made to a director or executive officer in an amount
that, when aggregated with the amount of all other loans to such person and his
or her related interests, exceed the greater of $25,000 or 5% of the Bank's
capital and surplus (up to a maximum of $500,000) and such loan must be approved
in advance by a majority of the disinterested members of the Board of Directors.
Additionally, pursuant to the Company's Audit Committee Charter, it is the
responsibility of the Company's Audit Committee to review all related party
transactions (i.e., transactions required to be disclosed under SEC Regulation
S-K, Item 404) for potential conflict of interest situations on an ongoing basis
and to determine whether to approve such transactions. The Company's Code of
Ethics also provides that all executive officers and directors must disclose any
private interest that presents the possibility of conflicts of interest with the
Company or the Bank.
Mr. Raymond J. Negrelli, a director of the Company, is a 50% owner of
Bay Properties Co., an Ohio general partnership. Bay Properties Co. is a 50%
owner and general partner of Park View Plaza, Ltd. ("PVP"), an Ohio limited
partnership formed to develop and operate a 10,000 square foot retail plaza
located in Cleveland, Ohio. PVF Service Corporation, a wholly owned subsidiary
of the Company, is a 25% owner and limited partner of PVP. The Bank maintains a
branch office in the retail plaza owned and operated by PVP, and during the year
ended June 30, 2009, the Bank paid a total of $68,200 in rent and operating cost
reimbursements to PVP. For the fiscal year ending June 30, 2010, the Company
estimates that it will pay a total of $68,200 in rent and operating cost
reimbursements to PVP. Bay Properties Co. is also a 50% owner of Park View
Center, LLC ("PVC"), an Ohio limited liability company formed to develop and
operate an 8,200 square foot office building located in Mayfield Heights, Ohio.
The Bank is a tenant of the office building and leases a 3,000 square foot unit
with an automated teller machine in the office building owned and operated by
PVC. During the year ended June 30, 2009, the Bank paid a total of $80,400 in
rent and operating cost reimbursement to PVC. For the fiscal year ending June
30, 2010, the Company estimates that it will pay a total of $80,400 in rent and
operating cost reimbursements to PVC. Bay Properties Co. is also a 50% owner of
Avon Limited, LLC, an Ohio limited liability company formed to develop and
operate a 3,375 square foot office building located in Avon, Ohio. The Bank is a
tenant of the office building and leases the office building owned and operated
by Avon Limited, LLC. During the year ended June 30, 2009, the Bank paid a total
of $74,700 in rent and operating cost reimbursement to Avon Limited, LLC. For
the fiscal year ending June 30, 2010, the Company estimates that it will pay a
total of $74,700 in rent and operating cost reimbursements to Avon Limited, LLC.
DIRECTOR INDEPENDENCE
The Company's Board of Directors currently consists of 11 members. One
additional individual, Mr. Thomas J. Smith, has been appointed as a director,
subject to the approval of the Company's regulator, the Office of Thrift
Supervision (the "OTS"). If and when OTS approval is received, the size of the
Board of Directors will be increased to 12 members, and Mr. Smith will be added
to the Board of Directors. The Board of Directors has determined that all of the
currently serving directors and Mr. Smith are independent under the current
listing standards of the Nasdaq Capital Market, except for Mr. King, who is the
Company's President and Chief Executive Officer, Messrs. Swaney and Male, who
have been employees of the Company and its wholly owned subsidiary, Park View
Federal Savings Bank (the "Bank"), within the past three years, and Mr.
Negrelli, who is a part owner of certain entities to which the Bank makes
payments of rent and operating cost reimbursement. Mr. Adams, a director of the
Bank who until September 10, 2009 served as Interim Chief Executive Officer of
the Company and the Bank, and who is a nominee for election as a director at the
annual meeting to fill the vacancy that will be created upon the retirement of
Mr. Swaney, also is not independent under the listing standards of the Nasdaq
Capital Market. In assessing the independence of directors, the Board of
Directors considered the business relationships between the Company and its
directors or their affiliated businesses, other than ordinary banking
relationships. Where business relationships other than ordinary banking
relationships existed, the Board determined that, except as set forth above,
none of the relationships between the Company and their affiliated businesses
14
18
impair the directors' independence because the amounts involved are immaterial
to the directors or to those businesses when compared to their annual income or
gross revenues. The business relationships between the Company and its directors
or the directors' affiliated companies that were considered by the Board of
Directors were: Mr. Jaros' position as a partner in the law firm of Moriarty &
Jaros, P.L.L., which provides legal services to the Company and the Bank; Mr.
Holman's position as a partner in the law firm of Cavitch Familo & Durkin Legal
Professional Association, which provides legal services to the Company and the
Bank; Mr. Calabrese's position as the managing partner of Calabrese, Racek and
Markos, Inc., a firm that performs appraisals on properties securing loans made
by the Bank; and Mr. Fedeli's position as President and Chief Executive Officer
of the Fedeli Group, which acts as the Bank's agent in connection with its
purchase of insurance. All fees paid to Calabrese, Racek and Markos, Inc. are
paid by the customers of the Bank. The Board of Directors also has determined
that former directors Richard M. Osborne and Gerald A. Fallon, who served as
directors during fiscal year 2009, were independent under the current listing
standards of the Nasdaq Capital Market.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
--------------------------------------
Crowe Horwath LLP served as the Company's independent registered public
accounting firm for the 2009 and 2008 fiscal years. For the years ended June 30,
2009 and 2008, the fees billed to the Company by Crowe Horwath LLP totaled
$169,440 and $269,000, respectively. Such fees were comprised of the following:
AUDIT FEES
During the fiscal years ended June 30, 2009 and 2008, the aggregate
fees billed for professional services rendered for the audit of the Company's
annual financial statements and the reviews of the financial statements included
in the Company's Quarterly Reports on Form 10-Q filed during the fiscal years
ended June 30, 2009 and 2008 were $161,800 and $259,500, respectively.
AUDIT-RELATED FEES
The aggregate fees billed for audit-related services for the fiscal
years ended June 30, 2009 and 2008 were $2,340 and $9,500, respectively. The
fees for the year ended June 30, 2009 were for the review of a Registration
Statement on Form S-8. The fees for the year ended June 30, 2008 were for the
review of a Registration Statement on Form S-4.
TAX FEES
No fees were billed to the Company by the Company's independent
registered public accounting firm for tax services for the fiscal years ended
June 30, 2009 and 2008.
ALL OTHER FEES
The aggregate fees billed by the Company's independent registered
public accounting firm for services not included above were $5,300 and $1,077,
respectively, for the fiscal years ended June 30, 2009 and 2008. The fees for
the fiscal year ended June 30, 2009 were for license renewal for an automated
work papers internal auditing software application, assistance in responding to
Securities and Exchange comments on the Company's public filings under the
Exchange Act, and assistance on responding to a question from the OTS. The fees
for the fiscal year ended June 30, 2008 were for license renewal for an
automated work papers internal auditing software application.
PRE-APPROVAL OF SERVICES BY THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee does not have a policy for the pre-approval of
non-audit services to be provided by the Company's independent registered public
accounting firm. Any such services would be considered on a case-by-case basis.
All non-audit services provided by the independent registered public accounting
firm in fiscal years 2009 and 2008 were pre-approved by the Audit Committee.
15
19
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
----------------------------------------------------
(a) 1. Report of Independent Registered Public Accounting Firm
(incorporated by reference to Item 8 of this Annual Report).
Consolidated Financial Statements (incorporated by reference
to Item 8 of this Annual Report).
(a) Consolidated Statements of Financial Condition, at
June 30, 2009 and 2008
(b) Consolidated Statements of Operations for the Years
Ended June 30, 2009, 2008 and 2007
(c) Consolidated Statements of Stockholders' Equity for the
Years Ended June 30, 2009, 2008 and 2007
(d) Consolidated Statements of Cash Flows for the Years
Ended June 30, 2009, 2008 and 2007
(e) Notes to Consolidated Financial Statements.
2. All schedules have been omitted as the required information is
either inapplicable or included in the Notes to Consolidated
Financial Statements.
3. Exhibits and Index to Exhibits
The following exhibits are either attached to or incorporated
by reference in this Annual Report on Form 10-K.
NO. DESCRIPTION
3.1(1) Articles of Incorporation, as amended and restated
3.2(2) Code of Regulations, as amended and restated
3.3(11) Bylaws, as amended and restated
4.1(3) Specimen Common Stock Certificate
4.2(11) Indenture between PVF Capital Corp. and LaSalle Bank National
Association, dated July 6, 2006
4.3(11) Form of Junior Subordinated Debt Security Due 2036 (Exhibit A
to Exhibit 4.2)
10.1(11) Guarantee Agreement between PVF Capital Corp.,PVF Capital Trust
II and LaSalle Bank National Association, dated July 6, 2006
10.2(3) Park View Federal Savings Bank Conversion Stock Option Plan +
10.3(3) PVF Capital Corp. 1996 Incentive Stock Option Plan +
10.4(4) PVF Capital Corp. 2000 Incentive Stock Option Plan and Deferred
Compensation Plan +
10.5(5) PVF Capital Corp. 2008 Equity Incentive Plan +
10.6(6) Management Incentive Compensation Plan +
10.7(7) Amended and Restated Severance Agreement by and between PVF
Capital Corp., Park View Federal Savings Bank and Jeffrey N.
Male +
10.8(7) Amended and Restated Severance Agreement by and between PVF
Capital Corp., Park View Savings Bank and Edward B. Debevec +
10.9(11) Form of Employment Agreement between PVF Capital Corp., Park
View Federal Savings Bank and Robert J. King, Jr. + *
10.10(11)Letter Agreement between PVF Capital Corp. and John R. Male,
dated July 27, 2009 +**
10.11(8) Agreement by and between PVF CapitalCorp., Park View Federal
Savings Bank, Steven A. Calabrese, CCAG Limited Partnership and
Steven A. Calabrese Profit Sharing Trust, dated September 30,
2008
10.12(8) Agreement by and between PVF Capital Corp., Park View Federal
Savings Bank, Richard M. Osborne and Richard M. Osborne Trust,
dated September 30, 2008
10.13(9) Agreement among PVF Capital Corp., Park View Federal Savings
Bank and Marty Adams Consulting LLC, dated February 26,
2009 + ***
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14(10) Code of Ethics
21(11) Subsidiaries of the Registrant (previously filed)
23.1 Consent of Crowe Horwath LLP (previously filed)
31.1 Rule 13a-14(a) Certification of Chief Executive Officer
31.2 Rule 13a-14(a) Certification of Chief Financial Officer
32 Section 1350 Certifications
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+ Management contract or compensatory plan or arrangement.
* Not currently effective. Subject to OTS approval.
** The provision in the Letter Agreement pertaining to Mr. Male's
consulting arrangement with the Company is subject to OTS approval.
*** The agreement was terminated on September 10, 2009 in accordance with
its terms.
(1) Incorporated by reference to the Registrant's Annual Report on Form
10-K for the year ended June 30, 2002 (Commission File No. 0-24948).
(2) Incorporated by reference to the Registrant's Current Report on
Form 8-K filed on February 6, 2008 (Commission File No. 0-24948).
(3) Incorporated by reference to the Registrant's Annual Report on Form
10-K for the year ended June 30, 1996 (Commission File No. 0-24948).
(4) Incorporated by reference to the Registrant's Annual Report on Form
10-K for the year ended June 30, 2003 (Commission File No. 0-24948).
(5) Incorporated by reference to the Registrant's Definitive Proxy
Statement filed on October 17, 2008 (Commission File No. 0-24948).
(6) Incorporated by reference to the Registrant's Annual Report on Form
10-K for the year ended June 30, 2007 (Commission File No. 0-24948).
Incorporated by reference to the Registrant's Quarterly Report on
(7) Form 10-Q for the quarter ended December 31, 2008 (Commission File
No. 0-24948).
(8) Incorporated by reference to the Registrant's Current Report on
Form 8-K filed on October 6, 2008 (Commission File No. 0-24948).
(9) Incorporated by reference to the Registrant's Current Report on Form
8-K filed on March 4, 2009 (Commission File No. 0-24948).
(10) Incorporated by reference to the Registrant's Current Report on Form
8-K filed on August 26, 2009 (Commission File No. 0-24948).
(11) Incorporated by reference to the Registrant's Annual Report on Form
10-K for the year ended June 30, 2009 (Commission File No. 0-24948).
(b) EXHIBITS. The exhibits required by Item 601 of Regulation S-K are
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either filed as part of this Annual Report on Form 10-K or
incorporated herein by reference.
(c) FINANCIAL STATEMENTS AND SCHEDULES EXCLUDED FROM ANNUAL REPORT. There
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are no other financial statements and financial statement schedules
which were excluded from the Annual Report to Stockholders pursuant to
Rule 14a-3(b) which are required to be included herein.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
PVF CAPITAL CORP.
October 27, 2009 By: /s/ Robert J. King, Jr.
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Robert J. King, Jr.
President and Chief Executive Officer
