def14a
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
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Preliminary Proxy Statement |
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Soliciting Material Pursuant to §240.14a-12 |
Wilmington Trust 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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Annual Meeting April 19, 2007
March 9, 2007
Dear Shareholders:
You are invited to attend our 2007 Annual Meeting on Thursday,
April 19, 2007, at 10:00 a.m. at the Wilmington
Trust Plaza, Mezzanine Level, 301 West Eleventh
Street, Wilmington, Delaware.
The enclosed Notice of Annual Meeting and Proxy Statement
provide information about the governance of our Company and
describe the various matters to be acted upon during the
meeting. In addition, there will be a report on the state of our
Companys business and an opportunity for you to express
your views on subjects related to our operations.
The Annual Meeting gives us an opportunity to review the actions
our Company is taking to achieve our mission of maximizing
shareholder value. We appreciate your ownership of Wilmington
Trust, and I hope you will be able to join us on April 19 for
our Annual Meeting.
Sincerely,
Ted T. Cecala,
Chairman of the Board and Chief Executive Officer
March 9, 2007
To the
Holders of Common Stock of
Wilmington Trust Corporation
NOTICE OF ANNUAL MEETING
The Annual Meeting of Stockholders of Wilmington Trust
Corporation will be held on Thursday, April 19, 2007, at
10:00 a.m. local time, at the Wilmington Trust Plaza,
Mezzanine Level, 301 West Eleventh Street, Wilmington,
Delaware. The meeting will be held to consider and act upon the
election of directors and other business that may properly come
before the meeting.
Holders of record of our common stock at the close of business
on February 20, 2007, are entitled to vote at the meeting.
This notice and the accompanying proxy materials are sent to you
by order of the Board of Directors.
Michael A. DiGregorio,
Secretary
2007 ANNUAL SHAREHOLDERS MEETING
PROXY STATEMENT
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Exhibit A
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GENERAL
INFORMATION
The enclosed proxy material is being sent at the request of our
Board of Directors to encourage you to vote your shares at our
Annual Shareholders Meeting (the Annual
Meeting) to be held on April 19, 2007. This proxy
statement contains information on matters that will be presented
at the Annual Meeting and is provided to assist you in voting
your shares.
Our Annual Report to Shareholders for 2006, containing
managements discussion and analysis of financial condition
and results of operations of our Company, its audited financial
statements, and this Proxy Statement are distributed together
beginning on or about March 23, 2007.
Who May
Vote
All holders of our common stock as of the close of business on
February 20, 2007 (the Record Date) are
entitled to vote at the Annual Meeting. Each share of stock is
entitled to one vote. As of the record
date, shares
of our common stock were outstanding. A plurality of the shares
voted in person or by proxy is required to elect directors.
Abstentions and broker non-votes are not counted in the vote.
How to
Vote
Even if you plan to attend the meeting, we encourage you to vote
by proxy. You may vote by proxy by returning the enclosed proxy
card (signed and dated) in the envelope provided.
You also may vote by telephone or by using the Internet. Please
refer to the instructions on your proxy card.
When you vote by proxy, your shares will be voted according to
your instructions. If you sign your proxy card or otherwise give
your proxy but do not specify how you want your shares to be
voted, they will be voted as the Board of Directors recommends.
You can change or revoke your proxy at any time before the polls
close at the Annual Meeting by:
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Notifying the Companys Secretary;
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Voting in person; or
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Returning a later-dated proxy card.
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You also can change or revoke your proxy at any time before
12:00 p.m., April 18, 2007, by telephone or by using
the Internet. Please refer to the instructions on your proxy
card.
If you are a present or former staff member and participate in
our Thrift Savings Plan, you will receive a voting instruction
card for shares you hold in that plan. The plan trustee will
vote according to the instructions on your proxy.
Proxy
Statement Proposals
Proposals other than to elect directors may be submitted by the
Board of Directors or shareholders to be included in our proxy
statement. To be considered for inclusion in the proxy statement
for our 2008 Annual Shareholders Meeting, shareholder
proposals must be received in writing by the Companys
Secretary no later than November 12, 2007. Those proposals
must include a brief description of the business to be brought
before the meeting, the shareholders name and address, the
number and class of shares the shareholder holds, and any
material interest the shareholder has in that business.
Shareholder
Nominations for Election of Directors
The Nominating and Corporate Governance Committee recommends
nominees to the Board of Directors for election as directors at
the annual meeting. That committee will consider nominations
submitted by shareholders of record for our 2008 Annual
Shareholders Meeting and received by the Companys
Secretary by February 18, 2008. Nominations must include
the information required under Proxy Statement
Proposals above as well as the nominees name and
address, a representation that the shareholder is a recordholder
of the Companys stock or holds the Companys stock
through a broker and intends to appear in person or by proxy at
the 2008 Annual Meeting to nominate a person, information
regarding the nominee that would be required to be included in
the Companys proxy statement, a description of any
arrangement or understanding between the shareholder and that
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nominee, and the written consent of the nominee to serve as a
director if elected.
Proxies
Your completed proxy card instructs David R. Gibson, the
Companys Executive Vice President and Chief Financial
Officer, and Michael A. DiGregorio, the Companys Senior
Vice President, Secretary, and General Counsel, to vote as
instructed the shares of our stock for which they receive
proxies. In addition, your signed proxy card gives them
direction to vote on any other matter properly brought before
the Annual Meeting.
Solicitation
of Proxies
The Company will pay its costs relating to the solicitation of
proxies. We have retained Morrow and Co., Inc. to assist in
soliciting proxies at an estimated cost of $6,000 plus
reasonable expenses. Proxies may be solicited by officers,
directors, and staff members of the Company personally, by mail,
by telephone, or by other electronic means. The Company will
also reimburse brokers, custodians, nominees, and fiduciaries
for reasonable expenses in forwarding proxy materials to
beneficial owners of our stock.
Secrecy
in Voting
As a matter of policy, we hold confidential proxies, ballots,
and voting tabulations that identify individual shareholders.
These documents are available for examination only by Wells
Fargo Bank, N.A., our tabulation agents. The identity of the
vote of any shareholder is not disclosed except as may be
necessary to meet legal requirements.
2
Board of
Directors
Governance
of the Company
Summary
of Corporate Governance Principles
This summary of the Companys corporate governance
principles describes certain of our Boards corporate
governance practices. These practices assist our Board in
carrying out its responsibilities effectively. The Board reviews
these Guidelines periodically and may modify them as appropriate.
The
Board
Responsibility
The Board has responsibility for broad corporate policy and
overall performance of the Company through oversight of
management to enhance the Companys long-term value for our
shareholders.
Role
In addition to the general oversight of management and the
Companys business performance, the Board provides input
and perspective in evaluating alternative strategic initiatives;
reviews and, where appropriate, approves fundamental financial
and business strategies and major corporate actions; ensures
processes are in place to maintain the integrity of the
executive management team; evaluates our executive management
team; and assists in succession planning for key executive
positions.
Duties
Our directors are expected to expend sufficient time, energy,
and attention to assure diligent performance of their
responsibilities. Directors will attend meetings of the Board
and its committees on which they serve, review materials
distributed in advance of the meetings, and make themselves
available for periodic updates and briefings with management.
Leadership
The positions of Chairman of the Board and Chief Executive
Officer are held by Mr. Cecala.
Independence
The Nominating and Corporate Governance Committee as well as the
Board at least annually review relationships that directors have
with the Company to determine whether there are any material
relationships that would preclude a director from being
independent. A candidate is not independent if:
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The director or any member of his or her immediate family is a
current or past executive officer of the Company;
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The director or any member of his or her immediate family has
been employed by the present or former internal auditor or
independent registered public accounting firm of the Company
within the last three years;
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The director has served as a consultant to the Company within
the last three years;
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Any of the Companys executive officers has served on the
Compensation Committee of the company by which the director is
employed within the last three years;
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Loans to the director and his or her affiliates exceed fifty
percent (50%) of the
loan-to-one
borrower limit of Wilmington Trust Company, the Companys
principal banking subsidiary (WTC);
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The director or any member of his or her immediate family
received more than $100,000 in direct compensation, other than
directors fees, from the Company within any of the last
three years;
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The Companys total payments to or from a firm that employs
the director or for which his or her immediate family member is
an executive officer exceeded the greater of $1 million or
1% of the firms gross revenues within any of the last
three years; or
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The Companys contributions to a charitable organization
that employs the director exceeded $200,000 within any of the
last three years.
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Under these standards, Mss. Burger, Krug, and Whiting and
Messrs. Crompton, du Pont, Elliott, Foley, Mears, Mobley,
Roselle, Sharp, and Tunnell are independent. In reaching this
determination, the Nominating and Corporate Governance Committee
considered contributions the Company makes to the University of
Delaware, of which Mr. Roselle is president. Accordingly,
all of the members of the Audit, Compensation, and Nominating
and Corporate Governance Committees are independent. Richard R.
Collins, Hugh E. Miller, and Thomas P. Sweeney, who served as
directors until their retirement in April 2006, also were
independent under these standards.
We post these independence standards on our Website at
www.wilmingtontrust.com under About Us.
In addition, no member of the Audit Committee or his or her
immediate family may have received any consulting, advisory, or
other compensatory fee, other than directors fees, from
the Company in its most recent fiscal year.
Qualifications
Directors are selected for their integrity and character, sound,
independent judgment, breadth of experience, insight and
knowledge, and business acumen. Leadership skills, business
experience, and diversity are among the relevant criteria, which
may vary over time depending on the Boards needs. The
Nominating and Corporate Governance Committee considers
candidates with these qualifications for recommendation to the
full Board for approval.
The Board does not limit the number of other public company
boards on which a director may serve.
In general, no director may stand for reelection to the Board
after reaching age 69. The Board may in unusual
circumstances ask a director to stand for reelection after the
prescribed retirement date. A staff member director who has
served as the Chief Executive Officer retires from the Board
when retiring from employment with the Company.
Orientation
and Continuing Education
New directors are provided an orientation process to become
familiar with the Company and its strategic plans and
businesses, significant financial matters, core values and
ethics, compliance programs, corporate governance practices, and
other key policies and practices, through a review of a variety
of printed materials and meetings with senior executives. On a
periodic basis, the Board is provided with continuing education
relevant to its duties and responsibilities.
Compensation
The Board believes that compensation for outside directors
should be competitive. Our common stock is a key component, with
payment of a portion of director compensation in the form of our
stock and/or
phantom stock units. Directors also receive stock options from
the Company from time to time. The Compensation Committee
reviews the level and form of director compensation periodically
and, if appropriate, proposes changes for the Boards
consideration. See Director Compensation in 2006.
Attendance
at Annual Shareholders Meeting
All of our directors attended last years annual
shareholders meeting.
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Annual
Self-Evaluation
The Board and each of the Audit, Compensation, and Nominating
and Corporate Governance Committees makes an annual
self-evaluation of its performance, with a particular focus on
overall effectiveness.
Access
to Management and Advisors
Directors have access to the Companys management, and are
encouraged to visit the Companys facilities. The Board and
its committees may retain outside legal, financial, or other
advisors.
Interaction
with the Investment Community, Media, and Others
The Board believes that management generally should speak for
the Company and recommends that directors refer inquiries to the
Company.
Board
Meetings
Selection
of Agenda Items
The Chairman of the Board prepares the initial draft of the
agenda for Board meetings. This is provided to the directors at
least one month prior to the Board meeting, and they are
encouraged to suggest items for inclusion on the agenda and may
raise subjects not specifically on the agenda.
Attendance
of Senior Executives
The Board welcomes regular attendance of the Companys
senior executives at Board meetings to participate in
discussions. Presentation of matters to be considered by the
Board are generally made by the responsible executives and their
staff.
Executive
Sessions
Board meetings regularly include an executive session of all
non-management directors. The chair of the Nominating and
Corporate Governance Committee leads these executive sessions.
Interested parties may communicate directly with the chair of
the Nominating and Corporate Governance Committee as well as the
Companys other independent directors at
www.ethicspoint.com.®
All such communications are provided to the Companys
General Counsel and the chair of the Audit Committee; those
addressed to individual directors or the Board generally will be
provided directly to those directors, and those involving human
resources-related issues also are provided to the Companys
senior management.
Leadership
Assessment
Succession
Planning
The Board has responsibility for selecting the Chief Executive
Officer and assisting in planning for succession of members of
the Companys executive management team. To assist the
Board, the Chief Executive Officer periodically provides the
Board with an assessment of certain of the Companys senior
executives and their potential to succeed to the position of
Chief Executive Officer. The Chief Executive Officer also
provides the Board with an assessment of potential successors to
other key positions within the Company.
Evaluation
and Compensation of the Chief Executive Officer
Through an annual process, outside directors evaluate the Chief
Executive Officers performance and the Compensation
Committee sets his compensation.
Stock
Ownership Guidelines
Each of our directors is required to own 4,000 shares of
our stock, and each of our senior officers is required to own a
number of shares of our stock with a value equal to a multiple
of his or her base salary, depending
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on the officers level, within four years after first
becoming a director or senior officer. These Stock Ownership
Guidelines are posted on our Website at
www.wilmingtontrust.com under About Us.
Code
of Conduct and Ethics
The Company has adopted a Code of Conduct and Ethics for all of
its directors and staff members, including its executive
officers. This Code is posted on our Website at
www.wilmingtontrust.com under About Us, and
is available in print to any shareholder who requests it. The
Company will post changes to and waivers of any provisions of
the Code of Conduct and Ethics applicable to these directors and
executive officers on its Website promptly.
The full text of our corporate governance principles is posted
on our Website at www.wilmingtontrust.com under
About Us, and is available in print to any
shareholder who requests it.
6
Committees
of the Board
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Audit
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Responsibilities include: |
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Monitoring the quality and integrity of the
Companys accounting policies, financial statements,
disclosure practices, and compliance with legal and regulatory
requirements
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Overseeing the independence and performance of the
Companys internal auditor and independent registered
public accounting firm
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Reviewing reports of governmental agencies
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Preparing a report on audit matters and recommending
that that report be filed with the Securities and Exchange
Commission (the SEC)
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All members of the Audit Committee are independent directors.
See the Audit Committee Report on page . |
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Compensation
Committee |
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Responsibilities include: |
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Providing counsel and making recommendations to the
Chairman of the Board and the full Board of Directors with
respect to the performance of the Chairman of the Board and
Chief Executive Officer
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Advising on compensation, including salaries and
employee benefits
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Administering the Companys Executive Incentive
Plan, stock purchase and stock option plans, and the
Directors Deferred Fee Plan
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Preparing a report on executive compensation matters
and recommending to the Board of Directors that that report be
filed with the SEC
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All members of the Compensation Committee are independent
directors. See the Compensation Committee Report on
page . |
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Nominating and Corporate Governance Committee |
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Responsibilities include: |
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Recommending candidates for membership on the Board
of Directors and its committees
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Overseeing matters of corporate governance
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Overseeing succession planning for the
Companys executive management
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Addressing significant shareholder relations issues
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All members of the Nominating and Corporate Governance Committee
are independent directors. |
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Each of these committees charters is posted on our Website
at www.wilmingtontrust.com under About Us,
and is available in print to any shareholder who requests it. |
7
Committee
Membership
The following chart provides information about Board committee
membership and the number of meetings that each committee held
in 2006.
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NOMINATING AND
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CORPORATE
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NAME
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AUDIT
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COMPENSATION
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GOVERNANCE
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Carolyn S. Burger
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Ted T. Cecala
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Charles S. Crompton Jr.
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X
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Thomas L. du Pont
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R. Keith Elliott
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X
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*
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X
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**
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Donald E. Foley
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Robert V. A. Harra Jr.
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Gailen Krug
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X
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X
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Rex L. Mears
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X
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X
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Stacey J. Mobley
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David P. Roselle
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*
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H. Rodney Sharp III
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X
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Robert W. Tunnell Jr.
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X
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Susan D. Whiting
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Number of meetings in 2006
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8
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4
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* Chairperson
** Committee member through April 2006, when the Boards
committees were reappointed.
Directors fulfill their responsibilities not only by attending
Board and committee meetings, but also by communicating with the
Chairman of the Board and Chief Executive Officer and other
members of management relative to matters of mutual interest and
concern to the Company. In 2006, seven meetings of the Board of
Directors were held. No director attended less than 75% of the
meetings of the Board and the committees on which he or she
served in 2006.
8
AUDIT
MATTERS
Audit
Committee Report.
The Audit Committee provides the following report with respect
to the Companys audited financial statements for the
fiscal year ended December 31, 2006:
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The Audit Committee has reviewed and discussed with management
the Companys fiscal 2006 audited financial statements;
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The Audit Committee has discussed with the Companys
independent registered public accounting firm, KPMG LLP, the
matters required to be discussed by Statement on Auditing
Standards No. 61 and Staff Accounting
Bulletin No. 99;
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The Audit Committee has received the written disclosures and
letter from KPMG required by Independence Standards Board
No. 1, relating to the auditors independence from the
Company and its related entities, and has discussed with the
auditors their independence from the Company; and
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Based on the review and discussions referred to above, the Audit
Committee has recommended to the Board of Directors that the
fiscal 2006 audited financial statements be included in the
Companys Annual Report on
Form 10-K
for the fiscal year ended December 31, 2006.
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Submitted by the Audit Committee of the Companys Board of
Directors:
R. Keith Elliott, Chair
Charles S. Crompton Jr.
Gailen Krug
Rex L. Mears
Robert W. Tunnell Jr.
All of the Committees members are independent of the
Company and are financially literate, and at least one member of
the Committee has financial management expertise. In addition,
the Companys Board of Directors has determined that
Mr. Elliott qualifies as an audit committee financial
expert for purposes of the Securities and Exchange
Commissions rules. However, as those rules provide,
Mr. Elliott is not thereby deemed to be an
expert for any purpose under the securities laws or
has any duty, obligation, or liability greater than the duties,
obligations, and liabilities he would have as a member of the
Audit Committee and the Board of Directors in the absence of
that designation. In addition, the designation of
Mr. Elliott as an audit committee financial expert does not
affect the duties, obligations, or liabilities of any other
member of the Audit Committee or the Board of Directors.
While the Audit Committee oversees the Companys financial
reporting process for the Board of Directors consistent with
that Committees charter, the Companys management has
primary responsibility for this process and for the preparation
of the Companys consolidated financial statements in
accordance with U.S. generally accepted accounting
principles. The responsibility for the completeness and accuracy
of the Companys financial statements rests with its
management. In addition, our independent registered public
accounting firm and not the Audit Committee is responsible for
auditing those financial statements. None of the
Committees members is a certified public accountant, and
each member of the Committee is entitled to rely on the
integrity of persons and organizations within and outside the
Company from which he or she receives information and the
accuracy of the financial and other information provided to the
Committee.
The Audit Committee or the Chair of the Audit Committee
pre-approves audit, review, and attest engagements and
permissible non-audit services the Companys independent
registered public accounting firm provides, or those services
are performed in accordance with pre-approval policies and
procedures the Audit Committee has established. The
Companys policies with respect to the approval and
pre-approval of services the independent registered public
accounting firm provides are reflected in the Independent
Registered Public Accounting Firm Services Policy the Audit
Committee has adopted and which is attached to this proxy
statement as part of Exhibit A.
Audit,
Audit-Related, Tax, and All Other Fees
The following table represents fees for professional services
rendered by KPMG for the audit of the Companys annual
consolidated financial statements
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in 2006 and 2005 and fees for other services rendered by KPMG in
2006 and 2005:
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|
|
|
|
2006
|
|
|
2005
|
|
|
Audit fees
|
|
$
|
2,085,775
|
|
|
$
|
2,046,428
|
|
Audit-related fees(1)
|
|
$
|
323,090
|
|
|
$
|
455,368
|
|
Tax fees(2)
|
|
$
|
20,810
|
|
|
$
|
29,824
|
|
All other fees
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,429,675
|
|
|
$
|
2,531,620
|
|
|
|
(1)
|
Audit-related fees for 2006 and 2005 consisted principally of:
audits of financial statements of employee benefit plans, common
trust funds, and the Companys broker-dealer and other
subsidiaries; and accounting consultation regarding potential
acquisitions.
|
|
(2)
|
Tax fees for 2006 and 2005 consisted of tax consulting and
advice in connection with potential acquisitions; and advice
related to international and state tax issues.
|
The Audit Committee has considered whether the provision of the
foregoing audit, audit-related, and tax services is compatible
with maintaining KPMGs independence, and believes that it
is.
Independence
and Audit Committee
Charter.
Each member of the Audit Committee is independent
under the definition of independence contained in the New York
Stock Exchanges current listing standards. The Board of
Directors has adopted a written Audit Committee Charter.
Representatives of KPMG are expected to be present at our Annual
Meeting, will have an opportunity to make a statement if they
desire to do so, and are expected to be available to respond to
appropriate questions.
PROPOSAL YOU
MAY VOTE ON
PROPOSAL ONE ELECTION OF DIRECTORS
There are three nominees in the Companys Class of 2010 for
election as directors this year. Detailed information on each is
provided below. Each class of directors is elected for a
three-year term. If any director is unable to stand for
re-election, your Board may reduce its size or designate a
substitute.
If a substitute is designated, proxies voting on the original
director candidate will be cast for the substituted candidate.
Your Board unanimously recommends a vote FOR each of
these directors.
Nominee
Biographies
Class of 2010
Voting is for this Class
R. Keith Elliott, Age 64
Director since 1997
Mr. Elliott is retired Chairman and Chief Executive Officer
of Hercules Incorporated. From 1991 through April 2000, he
served that company as Chairman and Chief Executive Officer,
President and Chief Executive Officer, President and Chief
Operating Officer, and Executive Vice President and Chief
Financial Officer. He is the lead director of Checkpoint
Systems, Inc., a director of QSGI, Inc., and a director of The
Institute for Defense Analyses.
Gailen Krug, Age 52
Director since 2004
Ms. Krug has served as Chief Investment Officer and Vice
President of Waycrosse, Inc., a private investment company that
oversees two globally diversified portfolios of financial
assets, since 1999.
Stacey J. Mobley, Age 61
Director since 1991
Mr. Mobley has served as Senior Vice President, General
Counsel, and Chief Administrative Officer of E.I. du Pont de
Nemours and Company since 2000.
Charles S. Crompton Jr. and H. Rodney Sharp III will
not stand for re-election in accordance with the Companys
bylaws, which provide in general that no director who has
attained the age of 69 can stand for re-election.
10
The following individuals currently serve as directors in the
two other classes. Their terms will end at the annual
shareholders meetings in 2008 and 2009, respectively.
Class of
2008 One Year Term Remaining
This Class was Elected at the 2005 Annual Shareholders
Meeting
Carolyn S. Burger, Age 66
Director since 1991
Ms. Burger was a principal in CB Associates, Inc., a
consulting firm specializing in legislation, technology
deployment for senior executives, and executive coaching, from
1996 through 2002. She served as President and Chief Executive
Officer of Bell Atlantic Delaware, Inc. from 1991 to
1996.
Robert V. A. Harra Jr., Age 57
Director since 1996
Mr. Harra has served as a director, President, and Chief
Operating Officer of the Company since 1996.
Rex L. Mears, Age 65
Director since 1992
Mr. Mears has served as President of Ray S. Mears and Sons,
Inc., a farming corporation, since 1967.
Robert W. Tunnell Jr., Age 52
Director since 1992
Mr. Tunnell became managing partner of Tunnell Companies,
an owner and developer of real estate, in 1981.
Susan D. Whiting, Age 50
Director since 2005
Ms. Whiting has served as executive vice president of the
Nielsen Company and chairman of Nielsen Media Research, Inc.
since 2006. She previously served as president of Nielsen Media
Research, Inc. from 2001 to 2006.
Class of
2009 Two Year Term Remaining
This Class was Elected at the 2006 Annual Shareholders
Meeting
Ted T. Cecala, Age 57
Director since 1996
Mr. Cecala became a director, Chairman of the Board, and
Chief Executive Officer of the Company and WTC in 1996.
Mr. Cecala also serves as a member of the Board of Managers
of each of Cramer Rosenthal McGlynn, LLC and Roxbury Capital
Management, LLC.
Thomas L. du Pont, Age 58
Director since September 2006
Mr. du Pont is Chairman and Publisher of DuPont Publishing,
Inc., a fully integrated publisher of specialty marketplace
magazines featuring luxury lifestyle products for sale, which
was founded in 1984.
Donald E. Foley, Age 55
Director since July 2006
Mr. Foley has been Senior Vice President, Treasurer, and
Director of Taxes at ITT Corporation, a diversified manufacturer
of electrical, defense, fluid technologies, and other industrial
products, since 2003. He has served as Vice President,
Treasurer, and Director of Taxes of that company since 2000.
David P. Roselle, Age 67
Director since 1991
Mr. Roselle has served as President of the University of
Delaware from 1990 through 2006, and his tenure there will
conclude on July 1, 2007.
Executive
Officers Who Are Not Directors
The following contains information about the Companys
executive officers who are not directors.
Michael A. DiGregorio, Age 60
Executive officer since 2003
Mr. DiGregorio became a Senior Vice President, Secretary,
and General Counsel of the Company and of WTC in 2003. He
previously served as Vice President and Secretary of the Company
from 2001 to 2003 and as Vice President of WTC from 1991 to 2003.
11
William J. Farrell II, Age 48
Executive officer since March 2005
Mr. Farrell became an Executive Vice President of the
Corporation and WTC in 2002. In 2005, he assumed oversight of
WTCs Corporate Client Services Department. He previously
oversaw all areas of WTCs Trust Operations and
Systems Development and Information Technology Departments since
1998.
David R. Gibson, Age 49
Executive officer since 1992
Mr. Gibson became an Executive Vice President and Chief
Financial Officer of the Company and of WTC in 2002. He
previously served as Senior Vice President and Chief Financial
Officer of the Company since 1997 and of WTC since 1996.
Kevyn N. Rakowski, Age 53
Executive officer since 2006
Ms. Rakowski became a Senior Vice President and Controller
of the Company in 2006. She previously served as Vice President
and Controller of Marlin Leasing Corporation from June 2004 to
April 2006 and as Director of Accounting and Reporting for
Infrasource, Inc. from 2000 to 2004.
Rodney P. Wood, Age 46
Executive officer since 1999
Mr. Wood became an Executive Vice President of the Company
and WTC in 2002. He previously served as a Senior Vice President
of the Company since 2001 and as a Senior Vice President of WTC
in its Wealth Advisory Services Department since 1999.
12
Ownership
of Wilmington Trust Stock
The following table includes shares in the Company beneficially
owned by each director and nominee, each executive officer named
in the Summary Compensation Table on page , and
by all directors and executive officers as a group as of
December 31, 2006.
Under the SECs rules, beneficial ownership
includes shares for which an individual, directly or indirectly,
has or shares voting or investment power, whether or not the
shares are held for the individuals benefit.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Phantom
|
|
|
Restricted
|
|
Name of
|
|
|
|
|
|
|
|
Percent of
|
|
|
Stock
|
|
|
Stock
|
|
Beneficial Owner
|
|
Amount and Nature of Beneficial Ownership
|
|
|
Total
|
|
|
Class
|
|
|
Units(10)
|
|
|
Units(11)
|
|
|
|
(Number of
|
|
|
Voting and/or
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares)
|
|
|
Investment
|
|
|
Right to
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct(1)
|
|
|
Power(5)
|
|
|
Acquire(9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C. S. Burger
|
|
|
6,141
|
|
|
|
|
|
|
|
19,500
|
|
|
|
25,641
|
|
|
|
|
|
|
|
|
|
|
|
|
|
T. T. Cecala
|
|
|
352,508
|
|
|
|
|
|
|
|
527,432
|
|
|
|
879,940
|
|
|
|
1.285
|
%
|
|
|
|
|
|
|
|
|
C. S. Crompton Jr.
|
|
|
8,426
|
|
|
|
9,000
|
|
|
|
19,500
|
|
|
|
36,926
|
|
|
|
|
|
|
|
9,631
|
|
|
|
|
|
T. L. du Pont
|
|
|
|
|
|
|
23,200
|
(6)
|
|
|
|
|
|
|
23,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R. K. Elliott
|
|
|
5,736
|
|
|
|
|
|
|
|
19,500
|
|
|
|
25,236
|
|
|
|
|
|
|
|
3,040
|
|
|
|
363
|
|
W. J. Farrell
|
|
|
78,719
|
(2)
|
|
|
|
|
|
|
152,000
|
|
|
|
230,719
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D. E. Foley
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D. R. Gibson
|
|
|
51,169
|
(2)
|
|
|
94
|
|
|
|
137,000
|
|
|
|
188,263
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R.V.A. Harra Jr.
|
|
|
334,381
|
(3)
|
|
|
609
|
|
|
|
265,000
|
|
|
|
599,990
|
|
|
|
|
|
|
|
|
|
|
|
|
|
G. Krug
|
|
|
835
|
|
|
|
500
|
|
|
|
|
|
|
|
1,335
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R. L. Mears
|
|
|
840
|
|
|
|
10,345
|
|
|
|
19,500
|
|
|
|
30,685
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S. J. Mobley
|
|
|
5,428
|
|
|
|
|
|
|
|
19,500
|
|
|
|
24,928
|
|
|
|
|
|
|
|
6,142
|
|
|
|
1,264
|
|
D. P. Roselle
|
|
|
9,522
|
|
|
|
|
|
|
|
19,500
|
|
|
|
29,022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H. R. Sharp III
|
|
|
7,526
|
|
|
|
1,586,680
|
(7)
|
|
|
19,500
|
|
|
|
1,613,706
|
|
|
|
2.357
|
%
|
|
|
|
|
|
|
|
|
R. W. Tunnell Jr.
|
|
|
73,813
|
(4)
|
|
|
316,852
|
(8)
|
|
|
19,500
|
|
|
|
410,165
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S. D. Whiting
|
|
|
708
|
|
|
|
|
|
|
|
|
|
|
|
708
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R. P. Wood
|
|
|
30,932
|
(2)
|
|
|
3,858
|
|
|
|
153,584
|
|
|
|
188,374
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directors, Nominees, and Executive
Officers as a Group (20 persons)
|
|
|
981,723
|
|
|
|
1,952,138
|
|
|
|
1,424,016
|
|
|
|
4,357,877
|
|
|
|
6.366
|
%
|
|
|
18,812
|
|
|
|
1,627
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) This column includes stock held by directors and
executive officers or certain members of their immediate
families.
(2) These shares are pledged.
(3) One hundred forty-one thousand one hundred twenty-one
of these shares are pledged.
(4) Seventy-one thousand nine hundred forty-five of these
shares are pledged.
(5) This column includes stock for which directors or
executive officers are deemed to have sole or shared voting
power.
(6) Three thousand two hundred of these shares are pledged.
13
(7) Since he may be deemed in his capacity as trustee of a
non-profit entity to have voting
and/or
investment power directly or indirectly, of
1,586,680 shares that entity holds, Mr. Sharp is
listed as the beneficial owner of those shares.
(8) Two hundred twenty-five thousand five hundred
forty-three of these shares are pledged.
(9) This column includes shares which directors or
executive officers have the right to acquire within 60 days
after December 31, 2006.
(10) These phantom stock units were acquired in lieu of
directors fees. Their value is based on the market price
of our common stock, together with dividend equivalents on that
stock. The units can be redeemed only for cash following
termination of the individuals service as a director, and
do not have voting rights.
(11) These restricted stock units were acquired in lieu of
stock which the director was entitled to receive for his annual
retainer. They earn dividend equivalents, and can be redeemed
only for stock following termination of the individuals
service as a director.
In a Schedule 13G filed with the Securities and Exchange
Commission, JP Morgan Chase & Co.
(JP Morgan) reported that, as of
December 29, 2006, certain of its subsidiaries held shares
of our common stock as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2) Name and Address of
|
|
|
(3) Amount and Nature of
|
|
|
(4) Percent
|
|
(1) Title of Class
|
|
Beneficial Owner
|
|
|
Beneficial Ownership
|
|
|
of Class
|
|
|
Common
|
|
|
J.P. Morgan Chase & Co.
270 Park Avenue
New York, NY 10017
|
|
|
|
3,599,789(1
|
)
|
|
|
5.2
|
%
|
|
|
(1) |
The Schedule 13G reflects that J.P. Morgans
subsidiaries have sole voting power with respect to 2,927,852 of
these shares and shared voting power with respect to 615,586 of
these shares.
|
Compensation
Discussion and Analysis
Overview
Our overall corporate strategies are to invest in businesses
that have the most potential for long-term growth or high
operating profit margins, be the market leader in each of our
businesses, and increase profitability without compromising our
overall risk profile.
Total
Compensation Philosophy
To accomplish these strategies, we award compensation to
executive officers to help assure that we attract, motivate, and
retain qualified executives and provide them the opportunity to
be rewarded for superior performance. The objectives for our
compensation practices include to:
|
|
|
Offer a total compensation program that is competitive with the
compensation practices of those peer companies with which we
compete for talent;
|
|
|
Put a significant portion of executive compensation at risk
based upon the achievement of pre-established objectives;
|
|
|
Align the interests of our executive officers with those of our
shareholders through long-term incentives; and
|
|
|
Provide incentives that promote retention of our executive
officers.
|
We believe our total compensation philosophy best serves to
further our overall corporate objectives and rewards our
executive officers appropriately.
Elements
of Compensation
We seek to attract executive talent and motivate and retain
executive officers by offering a balanced mix of pay that
incorporates the following key components:
14
|
|
|
A potential annual cash bonus, which is based on corporate
financial and individual performance goals;
|
|
|
Longer-term awards generally consisting of stock options and
restricted stock, which are intended to retain executive
officers and align their compensation with our
shareholders interests; and
|
|
|
Certain other benefits.
|
We target total cash compensation at roughly an even split
between an executive officers base salary and potential
target cash bonus, but provide an opportunity for our executives
to earn even larger bonuses for performance that exceeds
expectations. We do not target any specific relation between an
executives cash and non-cash compensation, but executives
have the potential to earn a substantial portion of their total
compensation from equity compensation. Our executive
compensation program focuses our executive officers on enhancing
shareholder value through their successful long-term strategic
management. In addition to our cash bonus program, we do this by
providing executive officers with ownership interests in our
Company in the form of restricted stock and stock options. Since
the ultimate value of the stock made available through these
awards depends on our companys success, restricted stock
and stock options provide executive officers continuing
incentives to increase stockholder value after the award is
granted. Restricted stock provides compensation to the executive
if the Companys stock maintains its value, and increased
compensation if the value of the Companys stock increases.
By contrast, an executive obtains compensation from stock
options only if the value of the Companys stock increases
from the date of grant. We believe this mix of equity
compensation awards helps us achieve an appropriate balance
between short- and long-term performance and value objectives.
Our equity compensation awards are also structured to retain our
executives. Restricted stock awards typically vest in one-third
increments over three years after grant, thus facilitating
retention of the executive officer. Stock option awards
typically vest only after three years.
Each of our executive officers is required to own a number of
shares of our stock with a value equal to a multiple of four to
six times his or her base salary, depending on the
officers level, within four years after first becoming an
executive officer. Other senior officers are required to own a
number of shares of our stock with a value equal to three times
their base salaries, while each of our directors is required to
own 4,000 shares of our stock.
Each executive officers total compensation package further
includes benefits under our broad-based pension plan and a
supplemental executive retirement plan, as well as under
change-in-control
agreements. These benefits foster the retention and stability of
our executive management team. The supplemental plan is designed
in part to provide executive officers with benefits to which
they would otherwise be entitled under the broad-based pension
plan, but which are limited under the terms of that plan by
legislative and regulatory restrictions. Benefits under the
supplemental plan are not currently funded, generally vest over
a period of 15 years, and may be terminated upon a
termination for cause or for competing with Wilmington Trust
following termination of employment.
In addition to our pension and supplemental retirement plans, we
provide
change-in-control
severance benefits and protections under separate agreements
into which we have entered with our executive and certain other
officers. These
change-in-control
agreements require a double trigger, meaning that
our executive officers are not eligible to receive any payments
under the agreements unless there is both a
change-in-control
and, within two years of the
change-in-control,
a termination of the executive officers employment by the
Company actually or constructively in connection with that
change-in-control.
We do not have written employment agreements with our executive
officers. In reviewing the performance of the Companys
executive officers other than Mr. Cecala, the Compensation
Committee considers his views of their performance with respect
to each element of compensation. Mr. Cecala attends the
meetings of the Compensation Committee except when the Committee
is determining his compensation or meeting in executive session.
Base
Salaries
We determine base salaries for each executive officer by
evaluating his or her responsibilities and performance. We also
consider the competitive market for executive talent, and
compare salaries we pay our executive officers to those paid to
executive officers in comparable positions at comparable
15
institutions. For compensation paid to our executive officers
for 2006, the institutions against which we compared our
executives compensation included:
|
|
|
Associated Bank-Corp
|
|
|
BOK Financial Corporation
|
|
|
Boston Private Financial Holdings, Inc
|
|
|
City National Corporation
|
|
|
Commerce Bancorp, Inc.
|
|
|
Commerce Bancshares, Inc.
|
|
|
Compass Bancshares, Inc.
|
|
|
FirstMerit Corporation
|
|
|
Fulton Financial Corporation
|
|
|
Investors Financial Services Corp.
|
|
|
Mellon Financial Corporation
|
|
|
Mercantile Bankshares Corporation
|
|
|
Valley National Bancorp
|
|
|
Zions Bancorporation
|
We typically set executive officers base salaries at or
near the median of base salaries awarded at those institutions,
based on the executive officers duties. This is consistent
with our Companys practice in paying our staff members
generally. We believe this target best enables us to attract and
retain executive talent consistent with our shareholders
interests. We typically adjust executive officers salaries
annually to take into account our companys and the
individuals performance, as well as any changes in the
executive officers responsibilities during the most recent
year. We also consider the financial results of the business
line or area over which the executive officer has responsibility
and his or her leadership and contribution to our companys
performance. The Compensation Committee obtains independent
information on executive compensation at other financial
institutions from well-known executive compensation consulting
firms.
Bonuses
We provide our executive officers incentives in the form of cash
and stock awards to recognize and reward the achievement of
individual and corporate performance goals. No bonus is
guaranteed but, if earned, executive officers can earn bonuses
under this plan ranging from 0% to up to 200% of their base
salaries. The available bonus pool for all of our executive
officers is determined 50% based upon our net income against our
plan and 50% based upon the growth in our net income against the
net income of peer institutions, with individual officers
eligible for additional bonus amounts for performance we deem
outstanding. For 2006, the percentage growth in net income of
our Companys banking business ranked fifth among the
performance of a company-constructed twelve-member
banking-oriented peer group that includes ourselves as well as:
|
|
|
Associated Bank-Corp
|
|
|
BOK Financial Corporation
|
|
|
City National Corporation
|
|
|
Commerce Bancorp, Inc.
|
|
|
Commerce Bancshares, Inc.
|
|
|
Compass Bancshares, Inc.
|
|
|
FirstMerit Corporation
|
|
|
Fulton Financial Corporation
|
|
|
Mercantile Bankshares Corporation
|
|
|
Valley National Bancorp
|
|
|
Zions Bancorporation
|
The percentage growth in net income of our Companys
fee-based businesses ranked eighth, primarily due to the
non-cash impairment charge for Roxbury Capital Management in the
third quarter, among the performance of a company-constructed
eight member peer group of fee-oriented banks that includes
ourselves as well as:
|
|
|
The Bank of New York Company, Inc.
|
|
|
Boston Private Financial Holdings, Inc.
|
|
|
Bryn Mawr Bank Corporation
|
|
|
Investors Financial Services Corp.
|
|
|
Mellon Financial Corporation
|
|
|
Northern Trust Corporation
|
|
|
The PNC Financial Services Group, Inc.
|
We chose these companies as the comparator group for our
banking- and fee-based businesses because they are in general of
similar asset size to us and have had financial performance,
including net income growth, return on equity, and return on
assets, similar to ours over an extended period of time. All
institutions in the banking-oriented group
16
and fee-oriented peer group are collectively referred to as the
Peer Group.
Our Compensation Committee can establish one or more
quantitative or qualitative performance goals or other criteria
as the basis for awarding executive officers bonus awards.
Tax
Considerations
Section 162(m) of the Internal Revenue Code and the
regulations thereunder (collectively,
Section 162(m)) prohibit companies from
deducting compensation paid to certain executive officers in
excess of $1 million unless that compensation is
performance-based. Accordingly, salary and certain
other compensation not tied to achievement of pre-established
performance goals are included in Section 162(m)s
$1 million deduction cap.
Under our bonus plan, the Company is able to award compensation
to executive officers a portion of which will be excluded from
the deduction cap under Section 162(m) of the Internal
Revenue Code (Section 162(m) Participants). In
order to be able to deduct bonuses payable to our executive
officers who qualify as Section 162(m) Participants, the
performance goals applicable to those officers are based on any
combination of one or more of the following criteria selected by
the Compensation Committee at the beginning of the applicable
performance period: income, net income, growth in income or net
income, earnings per share, growth in earnings per share, cash
flow measures, return on equity, return on assets, return on
investment, loan loss reserves, market share, fees, growth in
fees, assets, growth in assets, stockholder return, stock price,
achievement of balance sheet or income statement objectives,
expenses, reduction in expenses, charge-offs, non-performing
assets, and overhead ratio. These goals may be company-wide or
on a departmental, divisional, regional, or individual basis.
Any goal may be measured in absolute terms, by reference to
internal performance targets, or compared to another company or
companies.
Mr. Cecala was the Companys only Section 162(m)
Participant for 2006. The performance factors on which his bonus
was based were the Companys net income against its plan
and the growth in its net income against the Peer Group. We
believe that compensation we paid for 2006 will be deductible
under Section 162(m).
Annual bonus awards are paid in cash, except that a portion of
bonus awards granted typically is made in the form of restricted
stock; for 2006, this represented 20% of the executive
officers bonus amount plus a 15% premium to compensate for
(1) the delay in the executives receiving the award
and (2) the fact that this portion of the award is made in
stock and not in cash. This is the same allocation method
generally used to award bonuses to other senior officers of the
Company. We award restricted stock to our executive officers
annually only at the regularly scheduled meeting of the
Compensation Committee held in February of each year. Restricted
stock awards generally vest over three years at a rate of
one-third of the award each year after grant, and are subject to
forfeiture prior to vesting. Any increase in value that accrues
to our executive officers from restricted stock is based
entirely on our stocks performance subsequent to the date
of grant, and bears a direct relationship to the value our
shareholders realize.
Our shareholders have approved the bonus plan for our executive
officers. Bonus awards for the prior fiscal year are approved at
the Compensation Committees regularly scheduled meeting
held in February of each year.
Performance
Objectives
The performance factors considered in establishing
Mr. Cecalas bonus for 2006 included our net income
compared to our business plan and the change in our net income
compared to the Peer Group.
The performance factors considered in establishing
Mr. Gibsons bonus for 2006 included implementing our
interest rate risk management program, overseeing our funding
activities, and fostering our companys long-term corporate
development.
The performance factors considered in establishing
Mr. Harras bonus for 2006 included continuing to
expand the geographic reach of our consumer and commercial
banking business, developing new banking products, and continued
focus on our overall regulatory compliance.
The performance factors considered in establishing
Mr. Woods bonus for 2006 included developing further
the companys family office business and enhancing the
distribution of our companys investment management
products.
17
The performance factors considered in establishing
Mr. Farrells bonus for 2006 included his
contributions in increasing Corporate Client Services
revenue, developing new products, and expanding the business
lines presence in Europe.
We do not assign specific weightings to these criteria in
awarding our executive officers bonuses. We multiply each
executive officers bonus target by a factor determined 50%
based upon our net income against our plan and 50% based upon
the growth in our net income against the net income of peer
institutions. We believe the criteria for these bonus awards
facilitate retention of our executive officers, while putting a
significant portion of our executives compensation at risk
based on achievement of corporate objectives and aligning the
interests of our executives with our shareholders.
Stock
Options
Under our 2005 Long-Term Incentive Plan, we can make cash-based
and stock-based awards. Stock options granted under that plan
typically vest after three years and have terms of up to ten
years, and are intended to motivate the recipients to increase
our Companys long-term value. In granting stock options to
our executive officers, we consider the number of options the
officer received previously; the officers level; changes
in his or her duties and responsibilities during the year; and
our Companys current and prospective performance. We do
not employ any formula in awarding stock options. We award stock
options to our executive officers annually only at the regularly
scheduled meeting of the Compensation Committee held in February
of each year, and all stock options are granted with exercise
prices equal to the last sale price of our stock on the date of
grant. Any value that accrues to our officers from stock options
is based entirely on appreciation in our stock price following
the date of grant, and bears a direct relationship to the value
our shareholders realize. In general, we prefer awarding
executive officers stock options as incentives over restricted
stock, since with options the officers must pay the exercise
price to receive the stock and thus the only time the officer
receives value from the option is if our stock price increases
from the date of grant.
Our shareholders have approved our option plans.
Perquisites
We provide country club memberships for executive and other
senior officers who have customer entertainment responsibilities.
Compensation
Committee Report
The Compensation Committee has discussed the Compensation
Discussion and Analysis above, and has recommended to the Board
of Directors that that disclosure be included in this proxy
statement.
Submitted by the Compensation Committee of the Companys
Board of Directors:
David P. Roselle, Chair
Carolyn S. Burger
Gailen Krug
Rex L. Mears
H. Rodney Sharp III
Other
Compensation Disclosures
The Committees charter is posted on our Website at
www.wilmingtontrust.com under About Us. The
Committee does not delegate its authority to any person, but
does consider Mr. Cecalas views in setting
compensation for executive officers other than himself.
The Company engaged McLagan Partners (McLagan), as
compensation consultants, to evaluate the levels of base
salaries, total cash compensation, and total compensation of the
Companys executive officers by comparison to the top five
most highly compensated officers and officers with comparable
titles at comparable institutions. McLagan provides unrelated
consulting services to the Companys Wealth Advisory
Services business line. McLagans recommendations were
based on its analysis of national compensation trends in
executive compensation and industry-specific review of
competitors actual pay practices. Our Human Resources
Department monitors nationally published compensation surveys on
a continuous basis, and would recommend review at
18
an intermediate time if national trends indicated a need to
reevaluate our competitive positioning.
Certain
Relationships and Related Transactions
Certain of our Companys subsidiaries have banking
transactions in the ordinary course of business with directors,
officers, and their associates on the same terms, including
interest rates and collateral on loans, as those prevailing at
the time for comparable transactions with others and that do not
involve more than the normal risk of collectibility or present
other unfavorable features.
The Compensation Committees members are David P. Roselle
(Chair), Carolyn S. Burger, Gailen Krug, Rex L. Mears, and H.
Rodney Sharp III. No member of the Compensation Committee
is a current or past officer or employee of the Company. No
executive officer of the Company serves as a member of the
compensation committee or Board of Directors of any other
company whose members include an individual who also serves on
our Board of Directors or the Compensation Committee.
Ms. Burger and Mr. Sharp are indebted to WTC on the
same terms and conditions as those for comparable transactions
with others.
Our Code of Conduct and Ethics, which we post on our Website,
prohibits directors and executive officers from engaging in
transactions that may raise even the appearance of a conflict of
interest with our Company. Our Companys General Counsel
reviews any significant transaction a director or executive
officer proposes to have with the Company that could give rise
to a conflict of interest or the appearance of a conflict of
interest, including any transaction that would require
disclosure under Item 404(a) of
Regulation S-K.
In conducting this review, the General Counsel ensures that all
such transactions are reasonable and fair to our Company and its
subsidiaries. The Companys policies and procedures for the
review and approval of related party transactions are in
writing, posted on our Website at www.wilmingtontrust.com
under About Us, and are available in print to any
shareholder who requests them. No transaction has been entered
into with any director or executive officer that does not comply
with those policies and procedures.
Summary
Compensation Table
The following table shows information about compensation the
Company awarded in 2006 to its chief executive officer, chief
financial officer, and its three other most highly compensated
executive officers (the Named Executive Officers).
19
|
|
|
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|
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|
|
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|
|
|
|
|
|
|
|
|
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(a)
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|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)(4)
|
|
(i)
|
|
(j)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
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|
|
|
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|
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|
Pension
|
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|
|
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|
|
|
|
|
|
|
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|
|
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Value and
|
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|
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|
|
|
|
|
|
|
|
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Nonqualified
|
|
|
|
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|
|
|
|
|
|
|
|
|
Non-Equity
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
Incentive Plan
|
|
Compensation
|
|
All Other
|
|
|
Name and
|
|
|
|
Salary
|
|
Bonus
|
|
Awards
|
|
Awards
|
|
Compensation
|
|
Earnings
|
|
Compensation
|
|
|
Principal Position
|
|
Year
|
|
($)
|
|
($)(1)
|
|
($)(2)(3)
|
|
($)(3)
|
|
($)
|
|
($)
|
|
($)
|
|
Total
|
|
Ted T. Cecala,
|
|
2006
|
|
$
|
634,400
|
|
|
$
|
525,150
|
|
|
$
|
180,356
|
|
|
$
|
650,100
|
|
|
|
N/A
|
|
|
$
|
535,525
|
|
|
$
|
21,865
|
(5)
|
|
$
|
2,547,396
|
|
Chairman of the
Board and Chief
Executive Officer
|
|
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|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David R. Gibson,
|
|
2006
|
|
$
|
246,600
|
|
|
$
|
246,150
|
|
|
$
|
45,311
|
|
|
$
|
144,467
|
|
|
|
N/A
|
|
|
$
|
87,674
|
|
|
$
|
8,366
|
(5)
|
|
$
|
778,567
|
|
Executive Vice
President and Chief
Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert V.A. Harra, Jr.,
|
|
2006
|
|
$
|
456,200
|
|
|
$
|
317,041
|
|
|
$
|
121,930
|
|
|
$
|
288,933
|
|
|
|
N/A
|
|
|
$
|
240,839
|
|
|
$
|
19,530
|
(5)
|
|
$
|
1,444,473
|
|
President and Chief
Operating Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rodney P. Wood,
|
|
2006
|
|
$
|
370,200
|
|
|
$
|
303,995
|
|
|
$
|
103,027
|
|
|
$
|
216,700
|
|
|
|
N/A
|
|
|
$
|
67,247
|
|
|
$
|
8,837
|
(5)
|
|
$
|
1,070,006
|
|
Executive Vice
President
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
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|
|
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|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
William J. Farrell II,
|
|
2006
|
|
$
|
286,000
|
|
|
$
|
258,458
|
|
|
$
|
49,403
|
|
|
$
|
192,090
|
|
|
|
N/A
|
|
|
$
|
103,392
|
|
|
$
|
8,405
|
(5)
|
|
$
|
897,748
|
|
Executive Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
(1) The Named Executive Officers were awarded the following
total bonuses under the Companys Incentive Plan for
services performed during 2006: $656,400 for Mr. Cecala;
$307,688 for Mr. Gibson; $396,302 for Mr. Harra;
$379,994 for Mr. Wood; and $323,072 for Mr. Farrell.
Twenty percent of those amounts, together with an additional 15%
of that 20% to compensate for (a) the delay in the
executives receiving the award and (b) the fact that
this portion the award is made in stock and not cash, was made
in the form of restricted stock and will be reported in the
Summary Compensation Table of the Companys proxy statement
for its 2008 Annual Shareholders Meeting. Since it is in
the form of restricted stock, this portion of each Named
Executives Officers bonus is subject to forfeiture
prior to vesting.
(2) These restricted shares were issued in lieu of 20% of
the incentive compensation otherwise payable to the Named
Executive Officers in 2006, together with an additional 15% of
that 20% to compensate for (a) the delay in the
executives receiving the award and (b) the fact that
this portion of the award is made in stock and not in cash.
Since it is in the form of restricted stock, this portion of
each Named Executive Officers bonus is subject to
forfeiture prior to vesting.
The value shown includes dividends received on the restricted
stock awards in 2006.
(3) The assumptions used in valuing these stock and option
awards are detailed in Note 18 to the consolidated
financial statements contained in our Annual Report to
Shareholders for 2006.
(4) The assumptions used in valuing these benefits are
detailed in Note 17 to the consolidated financial statements
contained on our Annual Report to Shareholders for 2006.
(5) Represents: (a) the Companys contributions
to its 401-k
Thrift Savings Plan for each of Messrs. Cecala, Gibson,
Harra, Wood, and Farrell of $6,600; (b) premiums the
Company paid for term life insurance for each of
Messrs. Cecala and Harra of $2,616; Mr. Wood of
$2,237; Mr. Farrell of $1,804; and Mr. Gibson of
$1,766; and (c) country club memberships for
Mr. Cecala of $12,649 and Mr. Harra of $10,314.
No Named Executive Officer received perquisites in 2006 valued
at $10,000 or more.
20
Grants of
Plan-Based Awards for 2006
The following provides information about grants of plan-based
awards for 2006:
|
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|
|
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|
|
|
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|
|
|
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|
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|
|
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|
|
|
|
|
|
|
|
Estimated Future Payouts
|
|
Estimated Future Payouts
|
|
|
|
|
|
|
|
|
|
|
|
|
Under Non-Equity Incentive
|
|
Under Equity Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Awards
|
|
Plan Awards
|
|
|
|
|
|
|
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
|
(k)
|
|
(l)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
Awards:
|
|
Exercise
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
|
|
Number of
|
|
or Base
|
|
Grant Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of Shares
|
|
Securities
|
|
Price of
|
|
Fair Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of Stock
|
|
Underlying
|
|
Option
|
|
of Stock and
|
|
|
Grant
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
or Units
|
|
Options
|
|
Awards
|
|
Option
|
Name
|
|
Date
|
|
($)
|
|
($)
|
|
($)
|
|
(#)
|
|
(#)
|
|
(#)
|
|
(#)(1)
|
|
(#)
|
|
($/Sh)
|
|
Awards
|
|
Ted T. Cecala
|
|
|
2/22/06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,928
|
|
|
|
90,000
|
|
|
$
|
43.27
|
|
|
$
|
1,194,305
|
|
David R. Gibson
|
|
|
2/22/06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,421
|
|
|
|
20,000
|
|
|
$
|
43.27
|
|
|
$
|
269,887
|
|
Robert V.A. Harra Jr.
|
|
|
2/22/06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,702
|
|
|
|
40,000
|
|
|
$
|
43.27
|
|
|
$
|
576,986
|
|
Rodney P. Wood
|
|
|
2/22/06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,881
|
|
|
|
30,000
|
|
|
$
|
43.27
|
|
|
$
|
437,261
|
|
William J. Farrell II
|
|
|
2/22/06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,840
|
|
|
|
30,000
|
|
|
$
|
43.27
|
|
|
$
|
392,217
|
|
(1) Restricted stock awards
vest one-third on February 22, 2007, one-third on
February 22, 2008, and one-third on February 22, 2009.
Dividends are paid on restricted stock at the rate paid on the
Companys outstanding stock. Restricted stock was received
in lieu of 20% of the cash bonus otherwise payable to the Named
Executive Officers for 2006, together with an additional 15% of
that 20% to compensate for (a) the delay in the
executives receiving the award and (2) the fact that
this portion of the award is made in stock and not in cash.
Since it is in the form of restricted stock, this portion of
each Named Executive Officers bonus is subject to
forfeiture prior to vesting.
21
Outstanding
Equity Awards at 2006 Fiscal Year-End
The following table sets forth information about outstanding
equity awards to the Named Executive Officers at
December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
Awards:
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
Number
|
|
Market or
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
of
|
|
Payout
|
|
|
|
|
|
|
Plan
|
|
|
|
|
|
|
|
|
|
Unearned
|
|
Value of
|
|
|
|
|
|
|
Awards:
|
|
|
|
|
|
Number
|
|
Market
|
|
Shares,
|
|
Unearned
|
|
|
Number of
|
|
Number of
|
|
Number of
|
|
|
|
|
|
of Shares
|
|
Value of
|
|
Units or
|
|
Shares,
|
|
|
Securities
|
|
Securities
|
|
Securities
|
|
|
|
|
|
or Units
|
|
Shares or
|
|
Other
|
|
Units or
|
|
|
Underlying
|
|
Underlying
|
|
Underlying
|
|
|
|
|
|
of Stock
|
|
Units of
|
|
Rights
|
|
Other
|
|
|
Unexercised
|
|
Unexercised
|
|
Unexercised
|
|
Option
|
|
|
|
That
|
|
Stock That
|
|
That
|
|
Rights That
|
|
|
Options
|
|
Options
|
|
Unearned
|
|
Exercise
|
|
Option
|
|
Have Not
|
|
Have Not
|
|
Have Not
|
|
Have Not
|
|
|
(#)
|
|
(#)
|
|
Options
|
|
Price
|
|
Expiration
|
|
Vested
|
|
Vested
|
|
Vested
|
|
Vested
|
Name
|
|
Exercisable
|
|
Unexercisable
|
|
(#)
|
|
($)
|
|
Date
|
|
(#)
|
|
($)
|
|
(#)
|
|
($)
|
|
Ted T. Cecala
|
|
|
15,606
|
|
|
|
|
|
|
|
|
|
|
$
|
22.75
|
|
|
|
02/19/2007
|
|
|
|
1,242
|
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,826
|
|
|
|
|
|
|
|
|
|
|
$
|
31.50
|
|
|
|
02/18/2008
|
|
|
|
2,642
|
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,000
|
|
|
|
|
|
|
|
|
|
|
$
|
28.7812
|
|
|
|
02/17/2009
|
|
|
|
5,928
|
(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80,000
|
|
|
|
|
|
|
|
|
|
|
$
|
24.00
|
|
|
|
02/15/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80,000
|
|
|
|
|
|
|
|
|
|
|
$
|
30.875
|
|
|
|
02/14/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90,000
|
|
|
|
|
|
|
|
|
|
|
$
|
32.985
|
|
|
|
02/10/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90,000
|
|
|
|
|
|
|
|
|
|
|
$
|
27.91
|
|
|
|
02/19/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90,000
|
(1)
|
|
|
|
|
|
$
|
37.02
|
|
|
|
02/24/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90,000
|
(2)
|
|
|
|
|
|
$
|
33.90
|
|
|
|
02/20/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90,000
|
(3)
|
|
|
|
|
|
$
|
43.27
|
|
|
|
02/19/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David R. Gibson
|
|
|
3,174
|
|
|
|
|
|
|
|
|
|
|
$
|
31.50
|
|
|
|
02/18/2008
|
|
|
|
306
|
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,826
|
|
|
|
|
|
|
|
|
|
|
$
|
31.50
|
|
|
|
02/18/2009
|
|
|
|
729
|
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
|
|
|
|
|
|
|
|
$
|
28.7812
|
|
|
|
02/17/2009
|
|
|
|
1,421
|
(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
|
|
|
|
|
|
|
|
$
|
24.00
|
|
|
|
02/15/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
|
|
|
|
|
|
|
|
$
|
30.875
|
|
|
|
02/14/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
|
|
|
|
|
|
|
|
|
|
$
|
32.985
|
|
|
|
02/10/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
|
|
|
|
|
|
|
|
$
|
27.91
|
|
|
|
02/19/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
(1)
|
|
|
|
|
|
$
|
37.02
|
|
|
|
02/24/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
(2)
|
|
|
|
|
|
$
|
33.90
|
|
|
|
02/20/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
(3)
|
|
|
|
|
|
$
|
43.27
|
|
|
|
02/19/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert V.A Harra Jr
|
|
|
15,000
|
|
|
|
|
|
|
|
|
|
|
$
|
22.75
|
|
|
|
02/19/2007
|
|
|
|
813
|
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,174
|
|
|
|
|
|
|
|
|
|
|
$
|
31.50
|
|
|
|
02/18/2008
|
|
|
|
2,078
|
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,826
|
|
|
|
|
|
|
|
|
|
|
$
|
31.50
|
|
|
|
02/18/2008
|
|
|
|
3,702
|
(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
|
|
|
|
|
|
|
|
|
|
$
|
28.7812
|
|
|
|
02/17/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
|
|
|
|
|
|
|
|
|
|
$
|
24.00
|
|
|
|
02/15/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
|
|
|
|
|
|
|
|
|
|
$
|
30.875
|
|
|
|
02/14/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
|
|
|
|
|
|
|
|
|
|
$
|
32.985
|
|
|
|
02/10/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
|
|
|
|
|
|
|
|
|
|
$
|
27.91
|
|
|
|
02/19/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
(1)
|
|
|
|
|
|
$
|
37.02
|
|
|
|
02/24/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
(2)
|
|
|
|
|
|
$
|
33.90
|
|
|
|
02/20/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
(3)
|
|
|
|
|
|
$
|
43.27
|
|
|
|
02/19/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rodney P. Wood
|
|
|
11,646
|
|
|
|
|
|
|
|
|
|
|
$
|
28.625
|
|
|
|
06/27/2009
|
|
|
|
828
|
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,644
|
|
|
|
|
|
|
|
|
|
|
$
|
28.625
|
|
|
|
06/27/2009
|
|
|
|
1,649
|
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,644
|
|
|
|
|
|
|
|
|
|
|
$
|
28.625
|
|
|
|
06/27/2009
|
|
|
|
2,881
|
(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,500
|
|
|
|
|
|
|
|
|
|
|
$
|
24.00
|
|
|
|
02/15/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,762
|
|
|
|
|
|
|
|
|
|
|
$
|
30.875
|
|
|
|
02/14/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,970
|
|
|
|
|
|
|
|
|
|
|
$
|
32.985
|
|
|
|
02/10/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,418
|
|
|
|
|
|
|
|
|
|
|
$
|
27.91
|
|
|
|
02/19/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
(1)
|
|
|
|
|
|
$
|
37.02
|
|
|
|
02/24/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
(2)
|
|
|
|
|
|
$
|
33.90
|
|
|
|
02/20/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
(3)
|
|
|
|
|
|
$
|
43.27
|
|
|
|
02/19/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
Awards:
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
Number
|
|
Market or
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
of
|
|
Payout
|
|
|
|
|
|
|
Plan
|
|
|
|
|
|
|
|
|
|
Unearned
|
|
Value of
|
|
|
|
|
|
|
Awards:
|
|
|
|
|
|
Number
|
|
Market
|
|
Shares,
|
|
Unearned
|
|
|
Number of
|
|
Number of
|
|
Number of
|
|
|
|
|
|
of Shares
|
|
Value of
|
|
Units or
|
|
Shares,
|
|
|
Securities
|
|
Securities
|
|
Securities
|
|
|
|
|
|
or Units
|
|
Shares or
|
|
Other
|
|
Units or
|
|
|
Underlying
|
|
Underlying
|
|
Underlying
|
|
|
|
|
|
of Stock
|
|
Units of
|
|
Rights
|
|
Other
|
|
|
Unexercised
|
|
Unexercised
|
|
Unexercised
|
|
Option
|
|
|
|
That
|
|
Stock That
|
|
That
|
|
Rights That
|
|
|
Options
|
|
Options
|
|
Unearned
|
|
Exercise
|
|
Option
|
|
Have Not
|
|
Have Not
|
|
Have Not
|
|
Have Not
|
|
|
(#)
|
|
(#)
|
|
Options
|
|
Price
|
|
Expiration
|
|
Vested
|
|
Vested
|
|
Vested
|
|
Vested
|
Name
|
|
Exercisable
|
|
Unexercisable
|
|
(#)
|
|
($)
|
|
Date
|
|
(#)
|
|
($)
|
|
(#)
|
|
($)
|
|
William J. Farrell Jr.
|
|
|
5,000
|
|
|
|
|
|
|
|
|
|
|
$
|
22.75
|
|
|
|
02/19/2007
|
|
|
|
282
|
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,174
|
|
|
|
|
|
|
|
|
|
|
$
|
31.50
|
|
|
|
02/18/2008
|
|
|
|
678
|
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,826
|
|
|
|
|
|
|
|
|
|
|
$
|
31.50
|
|
|
|
02/18/2008
|
|
|
|
1,840
|
(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
|
|
|
|
|
|
|
|
$
|
28.7812
|
|
|
|
02/17/2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
$
|
24.00
|
|
|
|
02/16/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
$
|
30.875
|
|
|
|
02/14/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
$
|
32.985
|
|
|
|
02/10/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
|
|
|
|
|
|
|
|
$
|
27.91
|
|
|
|
02/19/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
(1)
|
|
|
|
|
|
$
|
37.02
|
|
|
|
02/24/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
(2)
|
|
|
|
|
|
$
|
33.90
|
|
|
|
02/20/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
(3)
|
|
|
|
|
|
$
|
43.27
|
|
|
|
02/19/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) These options vest on
2/25/2007 and expire ten years after grant.
(2) These options vest on
2/25/2008 and expire ten years after grant.
(3) These options vest on
2/23/2009 and expire ten years after grant.
(4) Restricted stock will
vest on 2/26/2007.
(5) Restricted stock will
vest in equal annual installments on 2/23/2007 and 2/23/2008.
(6) Restricted stock will
vest in equal annual installments on 2/22/2007, 2/22/2008, and
2/23/2009.
Option
Exercises and Stock Vested in 2006
The following table provides information about stock options
exercised by and restricted stock vested for each Named
Executive Officer during 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
|
Number of Shares
|
|
Value Realized on
|
|
Number of Shares
|
|
Value Realized on
|
|
|
Acquired on Exercise
|
|
Exercise
|
|
Acquired on Vesting
|
|
Vesting
|
Name
|
|
(#)
|
|
($)
|
|
(#)
|
|
($)
|
|
Ted T. Cecala
|
|
|
107,568
|
|
|
$
|
2,863,693
|
|
|
|
2,563
|
|
|
$
|
111,544
|
|
David R. Gibson
|
|
|
0
|
|
|
$
|
0
|
|
|
|
671
|
|
|
$
|
29,197
|
|
Robert V.A. Harra Jr.
|
|
|
76,348
|
|
|
$
|
2,180,804
|
|
|
|
1,853
|
|
|
$
|
80,621
|
|
Rodney P. Wood
|
|
|
11,082
|
|
|
$
|
204,900
|
|
|
|
1,654
|
|
|
$
|
71,991
|
|
William J. Farrell II
|
|
|
8,690
|
|
|
$
|
237,106
|
|
|
|
622
|
|
|
$
|
27,065
|
|
23
Pension
Benefits as of December 31, 2006
The following table provides information about benefits under
our Pension Plan and Supplemental Executive Retirement Plan
(SERP), as well as under
change-in-control
agreements, for the Named Executive Officers at
December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
|
|
|
Number of Years
|
|
Present Value of
|
|
Payments During
|
|
|
|
|
Credited Services
|
|
Accumulated Benefit
|
|
Last Fiscal Year
|
Name
|
|
Plan Name
|
|
(#)
|
|
($)
|
|
($)
|
|
Ted T. Cecala
|
|
Pension Plan
|
|
|
27.4
|
|
|
$
|
402,949
|
(1)
|
|
|
N/A
|
|
|
|
Supplemental
Executive
Retirement Plan
|
|
|
27.4
|
|
|
$
|
3,729,026
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David R. Gibson
|
|
Pension Plan
|
|
|
23.7
|
|
|
$
|
156,719
|
(1)
|
|
|
N/A
|
|
|
|
Supplemental
Executive
Retirement Plan
|
|
|
23.7
|
|
|
$
|
512,907
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert V.A. Harra Jr.
|
|
Pension Plan
|
|
|
35.6
|
|
|
$
|
460,137
|
(1)
|
|
|
N/A
|
|
|
|
Supplemental
Executive
Retirement Plan
|
|
|
35.6
|
|
|
$
|
2,657,110
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rodney P. Wood
|
|
Pension Plan
|
|
|
7.5
|
|
|
$
|
62,275
|
(1)
|
|
|
N/A
|
|
|
|
Supplemental
Executive
Retirement Plan
|
|
|
7.5
|
|
|
$
|
218,617
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William J. Farrell II
|
|
Pension Plan
|
|
|
30.6
|
|
|
$
|
159,237
|
(1)
|
|
|
N/A
|
|
|
|
Supplemental
Executive
Retirement Plan
|
|
|
30.6
|
|
|
$
|
710,180
|
(2)
|
|
|
|
|
(1) Based on the American
Academy of Actuaries 1983 Group Annuity Mortality (Male) table
and an assumed interest rate of 6.1%.
(2) Based on the American
Academy of Actuaries 1983 Group Annuity Mortality (Male) table
and an assumed interest rate of 6.0%.
Pension
Plan and SERP
Our Pension Plan is designed to provide retirement benefits to
the Companys staff members, including the Named Executive
Officers. The SERP is designed to provide retirement benefits
that would not be permitted to be paid under the Pension Plan by
the Internal Revenue Code. The Company does not grant extra
years of credited service under the Pension Plan or the SERP.
The normal annual retirement benefit from the Pension Plan is
the greater of:
|
|
(a) |
1.5% of the Named Executive Officers average annual
earnings for the five-year period ending December 31, 1993,
multiplied by years of service as of December 31, 1993; or
|
|
|
(b) |
(1) (a) 1.5% of the Named Executive Officers average
annual earnings for the five-year period ending
December 31, 1987; (b) less 1.25% of the Social
Security Primary Insurance Amount (the PIA) as of
December 31, 1987; (c) all
|
24
|
|
|
multiplied by years of service as of December 31, 1987; plus
|
(2) 1.0% of the Named Executive Officers earnings
during 1988 up to one-half of the 1988 Social Security taxable
wage base, plus 1.8% of earnings during 1988 in excess of
one-half of the Social Security taxable wage base; plus
(3) For each year after 1988, (a) 1.25% of the Named
Executive Officers earnings in that year up to one-half of
the Social Security taxable wage base for that year, plus
(b) 1.6% of earnings during that year in excess of one-half
of the SSTWB.
For purposes of determining amounts to which participants are
entitled under the Pension Plan, for years before 1994, earnings
include base salary and amounts paid under our Profit-Sharing
Bonus Plan (the Profit-Sharing Bonus Plan), but do
not include bonus or incentive payments. The Profit-Sharing
Bonus Plan was terminated in 2003. For years after 1993,
earnings also include bonus and incentive payments. Benefits
under the Pension Plan vest in full after five years of
participation in the plan. The normal form of pension provided
under the Pension Plan is a single life annuity or a 50% joint
and survivor benefit. The Pension Plan also provides for an
actuarially-equivalent joint and survivor annuity with a
survivor benefit of
662/3%
or 100%, as selected by the participant.
The normal monthly retirement benefit from the SERP is 60% of
the Named Executive Officers average monthly earnings for
the 60-month
period ending with his or her retirement date, multiplied by a
fraction the numerator of which is the Named Executive
Officers years of credited service at retirement and the
denominator of which is 30. All such amounts are reduced by
benefits payable from the Pension Plan.
For purposes of determining amounts to which participants are
entitled under the SERP, average monthly earnings include base
salary and amounts paid under the Profit-Sharing Bonus Plan and
bonus and incentive plans. The SERP pays a monthly pension,
beginning at the same time the Named Executive Officer begins to
receive his or her Pension Plan benefit, in the form of a single
life annuity or a 50% joint and survivor annuity. Benefits under
the SERP begin to vest after five years participation in
the plan at the rate of one-fifteenth per year, but accelerate
and vest in full (a) upon reaching 55 with ten years
participation or (b) in the event of a Change in
Control as that term is defined in the change in control
agreements discussed below.
Messrs. Cecala and Harra are eligible for early retirement
under the Pension Plan and the SERP. Each plan provides for a
reduction in benefits in the event of early retirement. The
maximum reduction is 40% of the benefit available on the normal
retirement date if retirement is seven years before that date.
The assumptions used in valuing the benefits reflected in the
table above are detailed in Note 17 to the consolidated
financial statements contained in our Annual Report to
Shareholders for 2006. Those benefits are not subject to
deduction of Social Security or other offset amounts.
Change-in-Control
Agreements
Under
change-in-control
agreements certain of the Companys subsidiaries have
entered into with certain of their officers, including the Named
Executive Officers, those Subsidiaries pay severance pay and a
continuation of certain benefits if (a) a Change in
Control occurs and (b) the officers employment
is terminated involuntarily, either actually or constructively,
without cause within two years after that Change in Control. In
general, the agreements deem a Change in Control to
have occurred if any of the following happens:
|
|
|
|
|
The Company or the subsidiary consolidates or merges with a
third party;
|
|
|
|
The Company or the subsidiary transfers substantially all assets
to a third party or completely liquidates or dissolves;
|
|
|
|
A third party acquires any combination of beneficial ownership
of and voting proxies for more that 15% of the Companys or
the subsidiarys voting stock or the ability to control the
election of the Companys directors or its management or
policies;
|
|
|
|
The persons serving as the Companys directors on
February 29, 1996, and those replacements or additions
subsequently nominated by that Board or by persons
|
25
|
|
|
|
|
nominated by them, are no longer at least a majority of the
Companys Board; or
|
|
|
|
|
|
A regulatory agency determines that a change in control of the
Company has occurred.
|
Under these agreements, the Named Executive Officer is entitled
to severance pay in a lump sum of 100% times three years
of the Named Executive Officers (1) highest base
salary in the 12 months preceding the termination of his or
her employment and (2) bonus and incentive payments for the
preceding calendar year, all discounted to present value at a
discount rate of the rate paid on the termination date on
U.S. Treasury bills with maturities of one and one-half
years. In addition, the Named Executive Officer generally would
receive medical, life, disability, and
health-and-accident
benefits at the subsidiarys expense for three years. These
payments and the value of these benefits would be estimated to
total $3,672,449 for Mr. Cecala, $1,956,501 for
Mr. Gibson, $2,441,929 for Mr. Harra, $2,158,670 for
Mr. Wood, and $1,999,515 for Mr. Farrell at
December 31, 2006, and are independent of retirement
benefits payable to those officers. These amounts assume the
costs of the Named Executive Officer receiving family coverage
for medical, dental, and vision benefits for three years after
termination of employment.
Nonqualified
Deferred Compensation as of December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
|
Executive
|
|
|
Registrant
|
|
|
Aggregate
|
|
|
Aggregate
|
|
|
Aggregate
|
|
|
|
Contributions in
|
|
|
Contributions in
|
|
|
Earnings in
|
|
|
Withdrawals/
|
|
|
Balance at
|
|
|
|
Last FY
|
|
|
Last FY
|
|
|
Last FY
|
|
|
Distributions
|
|
|
Last FYE
|
|
Name
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
Ted T. Cecala
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
David R. Gibson
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Robert V.A. Harra Jr.
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Rodney P. Wood
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
William J. Farrell II
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Director
Compensation in 2006
The following table provides information about compensation paid
to our directors in 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
(b)
|
|
(c)(3)
|
|
(d)(3)
|
|
(e)
|
|
(f)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value and
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
Nonqualified
|
|
(g)
|
|
|
|
|
Fees Earned or
|
|
|
|
|
|
Incentive Plan
|
|
Deferred
|
|
All Other
|
|
(h)
|
|
|
Paid in Cash
|
|
Stock Awards
|
|
Option Awards
|
|
Compensation
|
|
Compensation
|
|
Compensation
|
|
Total
|
Name
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
Earnings
|
|
($)
|
|
($)
|
|
Carolyn S. Burger
|
|
$
|
38,032
|
|
|
$
|
14,968
|
|
|
$
|
32,672
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
85,672
|
|
Richard R. Collins(1)
|
|
$
|
9,632
|
|
|
$
|
14,968
|
|
|
$
|
32,672
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
52,272
|
|
Charles S. Crompton Jr.
|
|
$
|
16,363
|
|
|
$
|
29,937
|
|
|
$
|
32,672
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
78,972
|
|
Thomas L. duPont
|
|
$
|
19,000
|
|
|
|
|
|
|
$
|
2,163
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
21,163
|
|
R. Keith Elliott
|
|
$
|
43,964
|
|
|
$
|
14,968
|
(4)
|
|
$
|
32,672
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
91,604
|
|
Donald E. Foley
|
|
$
|
21,000
|
|
|
|
|
|
|
|
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
21,000
|
|
Gailen Krug
|
|
$
|
36,532
|
|
|
$
|
14,968
|
|
|
$
|
14,023
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
65,523
|
|
Rex L. Mears
|
|
$
|
38,932
|
|
|
$
|
14,968
|
|
|
$
|
32,672
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
86,572
|
|
Hugh E. Miller(1)
|
|
$
|
9,632
|
(2)
|
|
$
|
14,968
|
|
|
$
|
32,672
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
57,272
|
|
Stacey J. Mobley
|
|
$
|
15,763
|
(2)
|
|
$
|
29,937
|
(4)
|
|
$
|
32,672
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
78,372
|
|
David P. Roselle
|
|
$
|
38,032
|
|
|
$
|
14,968
|
|
|
$
|
32,672
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
85,672
|
|
H. Rodney Sharp III
|
|
$
|
18,163
|
|
|
$
|
29,937
|
|
|
$
|
32,672
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
80,772
|
|
Thomas P. Sweeney(1)
|
|
$
|
6,032
|
(2)
|
|
$
|
14,968
|
|
|
$
|
32,672
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
53,272
|
|
Robert W. Tunnell Jr.
|
|
$
|
19,063
|
|
|
$
|
29,937
|
|
|
$
|
32,672
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
81,672
|
|
Susan Whiting
|
|
$
|
13,763
|
|
|
$
|
29,937
|
|
|
$
|
6,850
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
$
|
50,550
|
|
26
(1) Messrs. Collins,
Miller, and Sweeney retired as directors in April 2006.
(2) Messrs. Miller,
Mobley, and Sweeney deferred receipt of cash earned for 2006
until retirement.
(3) The assumptions used in
valuing these stock and option awards are detailed in
Note 18 to the consolidated financial statements contained
in our Annual Report to Shareholders for 2006.
(4) Messrs. Elliott and
Mobley deferred receipt of shares earned for 2006 until
retirement.
As of December 31, 2006, 27,500 nonstatutory stock options
were outstanding to each outside director except for Mss. Krug
and Whiting and Messrs. duPont and Foley; 8,000
nonstatutory stock options were outstanding to Ms. Krug;
4,000 nonstatutory stock options were outstanding to
Ms. Whiting; and 1,000 stock options were outstanding to
Mr. duPont.
We pay our outside directors an annual retainer of $30,000 and a
$2,000 fee for each Board meeting they attend. We also pay them
a $1,200 fee for each committee meeting they attend. The
Chairpersons of the Compensation Committee and the Nominating
and Corporate Governance Committee receive an additional $2,500
annually; the Chairperson of the Audit Committee receives an
additional $5,000 annually.
Directors receive the first half of their annual retainer in our
Companys common stock. Each director may elect to receive
the second half of the annual retainer either in cash or our
Companys common stock. Directors can elect each year to
defer receipt of the cash
and/or stock
portion of their directors fees until they are no longer a
director.
If a director elects to defer receipt of any cash portion of his
or her directors fees, he or she may elect to earn a yield
on the deferred portion based on (1) yields WTC pays on
certain of its deposit products
and/or
(2) changes in the price of our Companys common
stock, together with dividends on that stock at the rate earned
on our Companys outstanding stock. If a director elects to
defer receipt of any stock portion of his or her directors
fees, the deferred portion will accrue dividend equivalents at
the rate earned on our Companys outstanding stock until
paid.
Under our Companys 2005 Long-Term Incentive Plan,
directors also are entitled to receive stock options. Those
stock options are granted only at the regularly scheduled
meeting of the Compensation Committee held in February of each
year. The exercise price of any options granted to our
Companys directors is the last sale price of our stock on
the date of grant. Options in respect of 2,011,065 shares
remain available for grant under our 2005 Long-Term Incentive
Plan.
Directors who are also officers of the Company do not receive
any fees or other compensation for service on any committee.
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act requires the
Companys directors, certain officers, and others to file
reports of their ownership of our stock with the SEC.
After reviewing copies of those forms it has received and
written representations, the Company believes that all required
filings were made on a timely basis, except that a gift by
Mr. Tunnell in 2005 was reported late in 2006.
Availability
of
Form 10-K
The Company will file with the SEC an Annual Report on
Form 10-K
for 2006. The Company will provide a copy of that report on
written request without charge to any person whose proxy it is
soliciting. Please address your request to Ellen J. Roberts,
Vice President, Investor Relations, Wilmington Trust
Corporation, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890.
27
Independent
Registered Public Accounting Firm Services Policy
The Audit Committee of the Board of Directors of Wilmington
Trust Corporation and its subsidiaries (collectively, the
Company) reviews regularly all services provided to
the Company by its independent registered public accounting firm
(the Auditor). In light of recent public concerns
regarding non-audit services provided to companies by their
Auditor and requirements imposed by the Sarbanes-Oxley Act, the
Securities and Exchange Commission, and the New York Stock
Exchange, the Audit Committee of the Companys Board of
Directors has adopted the following policy regarding services
provided by the Auditor.
The Audit Committee has agreed that the following services may
be procured from the Auditor without further prior approval of
the Audit Committee:
|
|
1.
|
Annual consolidated and subsidiary financial statement audits,
including reviews of unaudited quarterly consolidated financial
statements and procedures developed in response to new or
pending pronouncements by governing authorities, such as the
Public Company Accounting Oversight Board, the Financial
Accounting Standards Board, the American Institute of Certified
Public Accountants, the Securities and Exchange Commission, or
the New York Stock Exchange;
|
|
2.
|
Statement of Auditing Standards No. 70 Report of the
Companys Corporate Retirement and Custody Services
Division and Wealth Advisory Services Business Line;
|
|
3.
|
Annual financial statements audits of the Companys defined
benefit, defined contribution and other employee benefit plans,
and common and short-term trust funds;
|
|
4.
|
Review of audits of the Companys affiliates;
|
|
5.
|
Tax compliance assistance in preparing the Companys
federal and state income tax returns;
|
|
6.
|
Tax planning research;
|
|
7.
|
Reports on the effectiveness of internal controls required by
FDICIA
and/or the
Sarbanes-Oxley Act; and
|
|
8.
|
Consents and comfort letters required for the Companys
filings under the 1933 Securities Act and the 1934 Securities
and Exchange Act.
|
All such services provided by the Auditor shall be reported to
the Audit Committee at its next meeting. It is the intent of the
Audit Committee to adhere to these listed services being
provided by the Auditor. However, the Audit Committee is willing
to consider a recommendation by the Companys management as
to a specific service if management believes that the provision
of such services would not compromise the Auditors
independence.
Any engagement of the Auditor for the performance of
consulting services other than the services listed
above shall be reviewed by the Audit Committee prior to
engagement. Situations requiring urgency may be authorized by
the Committee Chair. In no circumstance will the Auditor be
engaged to provide services prohibited by the Sarbanes-Oxley Act
or its implementing regulations, including financial information
systems design and implementation, or to prepare personal tax
returns of any of the Companys executive officers.
EXHIBIT A
WILMINGTON TRUST CORPORATION
ANNUAL SHAREHOLDERS MEETING
Thursday, April 19, 2007
10:00 a.m.
Wilmington Trust Plaza
Mezzanine Level
301 West Eleventh Street
Wilmington, Delaware
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Wilmington Trust Corporation
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
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proxy |
This proxy is solicited by the Board of Directors for use at the Annual Meeting on April 19, 2007.
The shares of stock you hold in your account or in a dividend reinvestment account will be voted
as you specify on the reverse side.
If no choice is specified, the proxy will be voted FOR Item 1.
By signing the proxy or voting by telephone or the Internet, you revoke all prior proxies and
appoint David R. Gibson and Michael A. DiGregorio, and each of them, acting in the absence of the
other, with full power of substitution, to vote your shares on the matter shown on the reverse side
and any other matters which may come before the Annual Meeting and all adjournments.
See reverse for voting instructions.
To Our Shareholders,
You are cordially invited to attend our Annual Shareholders Meeting, to be held at the
Wilmington Trust Plaza, Mezzanine Level, 301
West Eleventh Street, Wilmington, Delaware, at 10:00 A.M. on Thursday, April 19, 2007.
At the Annual Meeting, we will review our performance and answer any questions you may have.
The enclosed proxy
statement provides you with more details about items that will be addressed at the Annual Meeting.
After reviewing the proxy
statement, please sign, date, and indicate your vote for the item listed on the proxy card below
and return it in the enclosed,
postage-paid envelope whether or not you plan to attend the Annual Meeting.
Thank you for your prompt response.
Sincerely,
Ted T. Cecala
Chairman and Chief Executive Officer
There are three ways to vote your Proxy
Your telephone or Internet vote authorizes the named proxies to vote your shares in the same manner
as if you
marked, signed, and returned your proxy card.
VOTE BY PHONE TOLL FREE 1-800-560-1965
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|
Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a week, until 12:00
p.m. (CT) on April 18, 2007. |
|
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Please have your proxy card and the last four digits of your Social Security Number or Tax
Identification Number available.
Follow the simple instructions the voice provides you. |
VOTE BY INTERNET http://www.eproxy.com/wl/
|
|
Use the Internet to vote your proxy 24 hours a day, 7 days a week, until 12:00 p.m. (CT) on
April 18, 2007. |
|
|
Please have your proxy card and the last four digits of your Social Security Number or Tax
Identification Number available.
Follow the simple instructions to obtain your records and create an electronic ballot. |
VOTE BY MAIL
Mark, sign, and date your proxy card and return it in the postage-paid envelope we have provided or
return it to Wilmington
Trust Corporation, c/o Shareowner ServicesSM, P.O. Box 64873, St. Paul, MN 55164-0873.
If you vote by telephone or Internet, please do not mail your proxy card
Wilmington Trust Corporation Rodney Square North 1100 North Market Street Wilmington, DE 19890-0001
ò Please detach here ò
The Board of Directors Recommends a Vote FOR Item 1.
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1.
|
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Election of directors:
|
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01 R. Keith Elliott
|
|
03 Stacey J. Mobley
|
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o
|
|
Vote FOR
|
|
o
|
|
Vote WITHHELD |
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02 Gailen Krug
|
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all nominees, except
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from all nominees |
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as indicated below |
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(Instructions: To withhold authority to vote for any indicated
nominee, write the number(s) of the nominee(s) in the box
provided to the right.)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE
VOTED FOR THE PROPOSAL.
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Address Change? Mark Box
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o
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Indicate changes below:
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Date |
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Signature(s) in Box
Please sign exactly as your name(s) appears
on your proxy card. If held in joint
tenancy, all persons must sign. Trustees,
administrators, etc., should include title
and authority. Corporations should provide
full name of corporation and title of
authorized officer signing the proxy.