Attached files

file filename
10-K - 10-K - PARKVALE FINANCIAL CORPd236754d10k.htm
EX-23 - EX-23 - PARKVALE FINANCIAL CORPd236754dex23.htm
EX-31.2 - EX-31.2 - PARKVALE FINANCIAL CORPd236754dex312.htm
EX-32.1 - EX-32.1 - PARKVALE FINANCIAL CORPd236754dex321.htm
EX-31.1 - EX-31.1 - PARKVALE FINANCIAL CORPd236754dex311.htm

Exhibit 99.1

PARKVALE FINANCIAL CORPORATION

CERTIFICATION OF THE

PRINCIPAL EXECUTIVE OFFICER AND THE

PRINCIPAL FINANCIAL OFFICER

Robert J. McCarthy, Jr., President and Chief Executive Officer, and Gilbert A. Riazzi, Chief Financial Officer, each hereby certify, based on his knowledge, that:

(i) The Compensation Committee of Parkvale Financial Corporation (the “Company”) has discussed, reviewed and evaluated with the senior risk officers at least every six months during the fiscal year ended June 30, 2011, 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 the fiscal year ended June 30, 2011, the features in the SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of the Company and identified any features in the employee compensation plans that pose risks to the Company and limited those features to ensure that the Company is not unnecessarily exposed to any such risks;

(iii) The Compensation Committee has reviewed at least every six months during the fiscal year ended June 30, 2011, the terms of each employee compensation plan and identified the features in the plan that could encourage the manipulation of reported earnings of the Company to enhance the compensation of an employee and has limited those features;

(iv) The Compensation Committee of the Company will certify within 120 days of the completion of the fiscal year to the reviews of the SEO compensation plans and employee compensation plans required under paragraphs (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 included 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, if any, as defined in the regulations and guidance established under Section 111 of EESA (bonus payments), to SEOs and any of the twenty next most highly compensated employees 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 an SEO or any of the next five most highly compensated employees during the fiscal year ended June 30, 2011;

(viii) The Company has limited bonus payments to its applicable employees in accordance with Section 111 of EESA and the regulations and guidance established there under during the fiscal year ended June 30, 2011;


(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 the fiscal year ended June 30, 2011, and that any expenses requiring 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 the Company’s fiscal year ended June 30, 2011 in the event an annual meeting of shareholders is held with respect to fiscal 2011 (NOTE: the pending acquisition of the Company by F.N.B. Corporation is expected to be completed before an annual meeting is held);

(xi) The Company will disclose the amount, nature, and justification for the offering during the fiscal year ended June 30, 2011 of any perquisites, as defined in the regulations and guidance established under Section 111 of EESA, whose total value exceeds $25,000 for each employee subject to the bonus payment limitations identified in paragraph (vii);

(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 the fiscal year ended June 30, 2011, 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 the fiscal year ended June 30, 2011;

(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 following employees are the SEOs and the twenty next most highly compensated employees of the Company and/or Parkvale Savings Bank (the “Bank”) for the current fiscal year and the fiscal year ended June 30, 2011, with the non-SEOs ranked in order of level of annual compensation starting with the greatest amount:

 

Name

  

Title

  

Employer

Robert J. McCarthy, Jr.

   President and Chief Executive Officer    Company and Bank

Gilbert A. Riazzi

   Vice President and SVP/Chief Financial Officer    Company and Bank

Thomas R. Ondek

   Senior Vice President    Bank

Gail B. Anwyll

   Senior Vice President    Bank

Robert A. Stephens

   Senior Vice President    Bank

Christopher Luther

   Investment Representative    Bank

Matthew J. Husak

   Vice President    Bank

Derek J. Ferace

   Attorney    Bank

Thomas A. Webb

   Vice President    Bank

Christopher M. Trombetta

   Vice President    Bank

Joseph C. DeFazio

   Vice President    Bank

William E. Fritz

   Senior Assistant Vice President    Bank

Patricia A. Lowe

   Vice President    Bank

Lisa E. Forlano

   Assistant Controller    Bank

Kevin M. McCarthy

   Senior Assistant Vice President    Bank

Michael F. Mullin

   Assistant Vice President    Bank

Robert A. Yoswick

   Assistant Vice President    Bank

Janice C. Muto

   Senior Assistant Vice President    Bank

Michael Lowery

   Investment Representative    Bank

Carmen J. Bauccio

   Assistant Vice President    Bank

Lynn G. Jones

   Facilities Manager    Bank

Rene J. Lelli-Moziejko

   Assistant Vice President    Bank

Mark A. Landi

   Senior Assistant Vice President    Bank

Glenn A. Meister

   Risk & Compliance Manager    Bank

James M. Urban

   Assistant Vice President    Bank

 

 

2


(xvi) Each of the undersigned understand that a knowing and willful false or fraudulent statement made in connection with this certification may be punished by fine, imprisonment, or both.

 

Date: September 27, 2011  

/s/ Gilbert A. Riazzi

  Gilbert A. Riazzi
  Chief Financial Officer

Date: September 27, 2011

 

/s/ Robert J. McCarthy, Jr.

  Robert J. McCarthy, Jr.
  President and Chief Executive Officer

 

3