Attached files
| file | filename |
|---|---|
| 10-K - FORM 10-K - MACKINAC FINANCIAL CORP /MI/ | k50242e10vk.htm |
| EX-13 - EX-13 - MACKINAC FINANCIAL CORP /MI/ | k50242exv13.htm |
| EX-21 - EX-21 - MACKINAC FINANCIAL CORP /MI/ | k50242exv21.htm |
| EX-32.1 - EX-32.1 - MACKINAC FINANCIAL CORP /MI/ | k50242exv32w1.htm |
| EX-99.1 - EX-99.1 - MACKINAC FINANCIAL CORP /MI/ | k50242exv99w1.htm |
| EX-32.2 - EX-32.2 - MACKINAC FINANCIAL CORP /MI/ | k50242exv32w2.htm |
| EX-23.1 - EX-23.1 - MACKINAC FINANCIAL CORP /MI/ | k50242exv23w1.htm |
| EX-31 - EX-31 - MACKINAC FINANCIAL CORP /MI/ | k50242exv31.htm |
EXHIBIT 99.2
MACKINAC FINANCIAL CORPORATION
Certification of the Principal Financial Officer
Pursuant to Section 111(b) of EESA
Fiscal Year Ended December 31, 2010
Certification of the Principal Financial Officer
Pursuant to Section 111(b) of EESA
Fiscal Year Ended December 31, 2010
I, Ernie R. Krueger, certify, based on my knowledge, that:
(i) The compensation committee of Mackinac Financial Corporation 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 Mackinac Financial Corporation;
(ii) The compensation committee of Mackinac Financial Corporation 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 Mackinac Financial Corporation and has identified any features of the
employee compensation plans that pose risks to Mackinac Financial Corporation and has limited those
features to ensure that Mackinac Financial Corporation 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 Mackinac Financial Corporation to enhance the compensation of an employee, and
has limited any such features;
(iv) The compensation committee of Mackinac Financial Corporation 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 Mackinac Financial Corporation 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 Mackinac Financial Corporation;
(B) Employee compensation plans that unnecessarily expose Mackinac Financial
Corporation to risks; and
(C) Employee compensation plans that could encourage the manipulation of reported
earnings of Mackinac Financial Corporation to enhance the compensation of an
employee;
(vi) Mackinac Financial Corporation 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) Mackinac Financial Corporation has prohibited any golden parachute payment, as defined
in the regulations and guidance established under section 111 of EESA, to an 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) Mackinac Financial Corporation 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) Mackinac Financial Corporation 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) Mackinac Financial Corporation 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) Mackinac Financial Corporation 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 limitations
identified in paragraph (viii);
(xii) Mackinac Financial Corporation will disclose whether Mackinac Financial Corporation, the
board of directors of Mackinac Financial Corporation, or the compensation committee of Mackinac
Financial Corporation 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) Mackinac Financial Corporation 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) Mackinac Financial Corporation has substantially complied with all other requirements
related to employee compensation that are provided in the agreement between Mackinac Financial
Corporation and Treasury, including any amendments;
(xv) Mackinac Financial Corporation 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.
Dated: March 31, 2011
| /s/ Ernie R. Krueger | ||||
| Ernie R. Krueger | ||||
| (Principal financial officer) | ||||