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EXHIBIT 99.1
Certification of Chief Executive Officer
Pursuant to Section 111(b)(4) of the
Emergency Economic Stabilization Act of 2008
Emergency Economic Stabilization Act of 2008
I, Peter F. Benoist,
certify, based on my knowledge, that:
(i) The compensation committee of Enterprise
Financial Services Corp (the “Company”) has discussed, reviewed, and evaluated
with senior risk officers at least every six months during any part of the most
recently completed fiscal year that was a TARP period, senior executive officer
(SEO) compensation plans and employee compensation plans and the risks these
plans pose to the Company;
(ii) The compensation committee of
the Company has identified and limited during any part of the most recently
completed fiscal year that was a TARP period any features of the SEO
compensation plans that could lead SEOs to take unnecessary and excessive risks
that could threaten the value of the Company and has identified any features of
the employee compensation plans that pose risks to the Company and has limited
those features to ensure that the Company is not unnecessarily exposed to
risks;
(iii) The compensation committee has
reviewed, at least every six months during any part of the most recently
completed fiscal year that was a TARP period, the terms of each employee
compensation plan and identified any features of the plan that could encourage
the manipulation of reported earnings of the Company to enhance the compensation
of an employee, and has limited any such features;
(iv) The compensation committee of
the Company will certify to the reviews of the SEO compensation plans and
employee compensation plans required under (i) and (iii) above;
(v) The compensation committee of
the Company will provide a narrative description of how it limited during any
part of the most recently completed fiscal year that was a TARP period the
features in
(A) SEO compensation plans that
could lead SEOs to take unnecessary and excessive risks that could threaten the
value of the Company;
(B) Employee compensation plans that
unnecessarily expose the Company to risks; and
(C) Employee compensation plans that
could encourage the manipulation of reported earnings of the Company to enhance
the compensation of an employee;
(vi) The Company has required that
bonus payments to SEOs or any of the next twenty most highly compensated
employees, as defined in the regulations and guidance established under section
111 of EESA (bonus payments), be subject to a recovery or “clawback” provision
during any part of the most recently completed fiscal year that was a TARP
period if the bonus payments were based on materially inaccurate financial
statements or any other materially inaccurate performance metric
criteria;
(vii) The Company has prohibited any
golden parachute payment, as defined in the regulations and guidance established
under section 111 of EESA, to a SEO or any of the next five most highly
compensated employees during any part of the most recently completed fiscal year
that was a TARP period;
(viii) The Company has limited bonus
payments to its applicable employees in accordance with section 111 of EESA and
the regulations and guidance established thereunder during any part of the most
recently completed fiscal year that was a TARP period;
(ix) The Company and its employees
have complied with the excessive or luxury expenditures policy, as defined in
the regulations and guidance established under section 111 of EESA, during any
part of the most recently completed fiscal year that was a TARP period; and any
expenses that, pursuant to the policy, required approval of the board of
directors, a committee of the board of directors, an SEO, or an executive
officer with a similar level of responsibility were properly
approved;
(x) The Company will permit a
non-binding shareholder resolution in compliance with any applicable Federal
securities rules and regulations on the disclosures provided under the Federal
securities laws related to SEO compensation paid or accrued during any part of
the most recently completed fiscal year that was a TARP period;
(xi) The Company will disclose the
amount, nature, and justification for the offering, during any part of the most
recently completed fiscal year that was a TARP period, of any perquisites, as
defined in the regulations and guidance established under section 111 of EESA,
whose total value exceeds $25,000 for any employee who is subject to the bonus
payment limitations identified in paragraph (viii);
(xii) The Company will disclose
whether the Company, the board of directors of the Company, or the compensation
committee of the Company has engaged during any part of the most recently
completed fiscal year that was a TARP period a compensation consultant; and the
services the compensation consultant or any affiliate of the compensation
consultant provided during this period;
(xiii) The Company has prohibited
the payment of any gross-ups, as defined in the regulations and guidance
established under section 111 of EESA, to the SEOs and the next twenty most
highly compensated employees during any part of the most recently completed
fiscal year that was a TARP period;
(xiv) The Company has substantially
complied with all other requirements related to employee compensation that are
provided in the agreement between the Company and Treasury, including any
amendments;
(xv) The Company has submitted to
Treasury a complete and accurate list of the SEOs and the twenty next most
highly compensated employees for the current fiscal year, with the non-SEOs
ranked in descending order of level of annual compensation, and with the name,
title, and employer of each SEO and most highly compensated employee identified;
and
(xvi) I understand that a knowing
and willful false or fraudulent statement made in connection with this
certification may be punished by fine, imprisonment, or both. (See, for example
18 U.S.C. 1001.)
Dated: March 16,
2010
/s/ Peter F. Benoist | ||
Peter F. Benoist, Chief Executive Officer |