SCHEDULE 14A INFORMATION

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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 21, 2010

 

February 22, 2010

 

Dear Shareholders:

 

You are invited to attend our 2010 Annual Meeting on Wednesday, April 21, 2010, 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. 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 21 for our Annual Meeting.

 

Sincerely,

 

 

Ted T. Cecala,

Chairman of the Board and Chief Executive Officer

February 22, 2010

 

To the Holders of Common Stock of

Wilmington Trust Corporation

 

NOTICE OF ANNUAL MEETING

 

The Annual Meeting of Shareholders of Wilmington Trust Corporation will be held on Wednesday, April 21, 2009, 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 three directors, the approval of executive compensation, the ratification of the selection of our independent public accountants, and other business that may properly come before the meeting.

 

Holders of record of our common stock at the close of business on February 22, 2010, 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

2010 ANNUAL SHAREHOLDERS’ MEETING

 

PROXY STATEMENT

 

 

 

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 21, 2010. 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 2009, containing management’s 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 20, 2010.

 

 

Who May Vote

 

All holders of our common stock as of the close of business on February 22, 2010 (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, 69,453,217 shares of our common stock were outstanding. A plurality of the shares voted in person or by proxy is required to elect directors. A majority of the outstanding shares is required to approve the other proposals in this proxy statement. 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:

 

 

You also can change or revoke your proxy at any time before 12:00 p.m., April 20, 2010, 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 2011 Annual Shareholders’ Meeting, shareholder proposals must be received in writing by the Company’s Secretary no later than October 25, 2010. Those proposals must include a brief description of the business to be brought before the meeting, the shareholder’s 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 2011 Annual Shareholders’ Meeting and received by the Company’s Secretary by February 21, 2011. Nominations must include the information required under “Proxy Statement Proposals” above as well as the nominee’s name and address, a representation that the shareholder is a recordholder of the Company’s stock or holds the Company’s stock through a broker and intends to appear in person or by proxy at the 2011 Annual Meeting to nominate a person, information regarding the nominee that would be required to be included in the Company’s proxy statement, a description of any arrangement

or understanding between the shareholder and that 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 Company’s Executive Vice President and Chief Financial Officer, and Michael A. DiGregorio, the Company’s Executive 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., LLC, 470 West Avenue, Stanford, CT 06902, to assist in soliciting proxies at an estimated cost of $7,000 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.

 

 

Board of Directors

 

Summary of Corporate Governance Principles

	•	The director or any member of his or her immediate family is a current or past executive officer of the Company;

	•	(a) The director is a current employee of the independent registered public accounting firm of the Company; (b) the director or any member of his or her immediate family is a current partner of that firm; (c) any immediate family member of the director is a current employee of that firm and personally worked on the Company’s audit; or (d) the director or an immediate family member was within the last three years a partner or employee of that firm and personally worked on the Company’s audit within that time;
	•	The director has served as a consultant to the Company within the last three years;
	•	Any of the Company’s executive officers has served on the Compensation Committee of the company by which the director is employed within the last three years;
	•	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 Company’s principal banking subsidiary (“WTC”);
	•	The director or any member of his or her immediate family received more than $120,000 in direct compensation, other than directors’ fees, from the Company within any of the last three years;
	•	The Company’s 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 firm’s gross revenues within any of the last three years; or
	•	The Company’s contributions to a charitable organization that employs the director exceeded $200,000 within any of the last three years.

 

 

The following chart provides information about Board committee membership and the number of meetings that each committee held in 2009.

 

 

*  Chairperson

 

**  Committee member through April 2009, when the Board’s 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 2009, 12 meetings of the Board of Directors were held. Each incumbent director other than Mr. Tunnell attended at least 75% of the meetings of the Board and its committees on which he or she served in 2009.

 

 

Our Board of Directors oversees the Company’s risk management, satisfying itself that our risk management practices are consistent with our corporate strategy and are functioning appropriately. While a degree of risk is inherent in any business activity, the Board strives to ensure that risk management is incorporated into the Company’s culture, and to foster risk-aware and risk-adjusted decision-making throughout the organization. Our risk management processes bring to the Board’s attention our most material risks, and permit the Board to understand and evaluate how those risks interrelate and how management addresses them.

 

Our Board performs its risk oversight function in several ways. The Board establishes standards for risk management by approving policies that address and mitigate the Company’s most material risks. These include policies addressing credit risk, interest rate risk, capital risk, and liquidity risk, as well as Bank Secrecy Act/Anti-Money Laundering compliance. The Board also monitors, reviews, and reacts to our risks through various reports presented by management, internal and external auditors, and regulatory examiners.

 

The Board conducts certain risk oversight activities through its committees with direct oversight over specific functional areas. Our Audit Committee’s risk oversight functions include:

 

 

Our Audit Committee oversees our compliance risk in a variety of ways, including reviewing and approving our Corporate Compliance and Information Security programs annually, and reviewing reports of our compliance with the Sarbanes-Oxley Act, regulatory examination reports, and Ethicspoint reports. In addition, the head of our Audit Services Department and the senior staff member responsible for the day-to-day management of the Company’s credit risk both report directly to the Audit Committee.

 

Our Compensation Committee most closely monitors the risks to which our compensation policies and practices could subject us. In performing these functions, the Committee considers input from the Company’s compensation specialists, senior risk officer, and outside compensation consultants. In 2009, the Committee reviewed the incentive plans of the Corporation and its wholly-owned subsidiaries to determine whether those plans subject us to unnecessary or excessive risk or motivate staff members to manipulate the Corporation’s earnings. The Committee engaged the consulting firm of Mercer to assist in this process. In conducting its review, the Committee considered the governance structure of each plan; whether the plan includes a cap or maximum on each participant’s bonus opportunity; whether Wilmington Trust retains discretion in making the bonus award; the performance metrics for the plan; whether payouts under the plan are linked to overall corporate goals; the timing of prospective payments under the plan; whether the plan provides for ‘clawback’ of awards; the contribution of the plan awards to participants’ overall pay mix; and risk-mitigating factors for the plan. As a result of that evaluation and an analysis of how the plans operate in practice, the Committee concluded that our incentive plans do not subject the Corporation to unnecessary or excessive risk or motivate staff members to manipulate the Corporation’s earnings. See “Compensation Committee Report.” For the reasons described in that report, our incentive plans are not reasonably likely to have a material adverse effect on our Company.

 

Our Nominating and Corporate Governance Committee’s role in risk oversight includes

recommending director candidates with appropriate experience and temperament who will set the proper tone for the Company’s risk profile and provide competent oversight over our material risks.

 

Our Board does not have a separate risk committee, but instead believes that the entire Board is responsible for overseeing the Company’s risk management. The Board helps ensure that management is properly focused on risk by, among other things, reviewing and discussing the performance of senior management and business line leaders and conducting succession planning for key leadership positions at the Company. In addition to regular reports from each of the Board’s committees, our Board receives regular reports from the Company’s management on the Company’s most material risks and the degree of its exposure to those risks, as well as presentations on those risks at Board meetings quarterly. These include reports on the Company’s credit risk, interest rate risk, capital risk, liquidity risk, and contingency planning. As a tool to help provide oversight over the Company’s market and strategic risks, the Board also reviews business and strategic plans for each business line and the Company as a whole.

 

 

 

 

Audit Committee Report.

 

The Audit Committee provides the following report with respect to the Company’s audited financial statements for the fiscal year ended December 31, 2009:

 

 

Submitted by the Audit Committee of the Company’s Board of Directors:

 

Carolyn S. Burger
Donald E. Foley, Chair
Stacey J. Mobley
Michele M. Rollins
Oliver R. Sockwell

 

All of the Committee’s 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 Company’s Board of Directors has determined that Mr. Foley qualifies as an audit committee financial expert for purposes of the SEC’s rules. However, as those rules provide, Mr. Foley 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. Foley 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 Company’s financial reporting process for the Board of Directors consistent with that Committee’s charter, the Company’s management has primary responsibility for this process and for the preparation of the Company’s consolidated financial statements in accordance with U.S. generally accepted accounting principles. The responsibility for the completeness and accuracy of the Company’s 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 Committee’s 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 Company’s 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 Company’s 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 sets forth the aggregate fees for professional services rendered by KPMG to the Company for calendar years 2009 and 2008.

 

 

 

 

The Audit Committee has considered whether the provision of the foregoing audit, audit-related, and tax services is compatible with maintaining KPMG’s 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 Exchange’s current listing standards. The Board of Directors has adopted a written Audit Committee Charter.

 

 

 

There are three nominees in the Company’s Class of 2013 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. There are fewer nominees for director than the number of directors fixed by resolution of the Board. Our Nominating and Corporate Governance Committee regularly considers potential future candidates for director. Proxies cannot be voted for a greater number of directors than the number of nominees named.

 

Your Board unanimously recommends a vote FOR each of these directors.

 

 

R. Keith Elliott, Age 67

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 has been the lead director of Checkpoint Systems, Inc. since 2004 and a director of that company since 2000, and is a director of The Institute for Defense Analyses. He previously also served as director of Alliant Techsystems, Inc., Computer Task Group, Inc., QSGI, Inc., Engelhard Corporation, and Peco Energy. He is chair of our Compensation Committee and a member of the Nominating and Corporate Governance Committee, and previously served as chair of our Audit Committee. He also has served as Chairman of the Board of Checkpoint Systems and Alliant Techsystems, Chair of the Audit Committees of Checkpoint Systems and QSGI, Inc. and a member of the Audit Committee of Peco Energy and Computer Task Group, Chair of the Compensation Committee of QSGI, Inc., Chair of the Finance Committee of Peco Energy and a member of the Compensation Committee of Checkpoint Systems, and a member of the Nominating and Corporate Governance committee of Checkpoint Systems.

 

Gailen Krug, Age 55

Director since 2004

 

Ms. Krug is retired Chief Investment Officer and Vice President of Waycrosse, Inc., a private investment company that oversees two globally diversified portfolios of financial assets. She served as an equity analyst, portfolio manager, and chief investment officer for more than 25 years. She is chair of our Company’s Nominating and Corporate Governance Committee and has served on our Audit Committee. She also has served as a director of private companies and as a director/trustee of several non-profit boards.

 

Michele M. Rollins, Age 64

Director since 2007

 

Ms. Rollins has served as Chairman of Rollins Jamaica, Ltd., the holding company of Rose Hall, Ltd. (“Rose Hall”), since 2000. Rose Hall owns a variety of hotel, retail, and housing developments and golf courses in Jamaica. Ms. Rollins previously served as Associate Counsel and Corporate Secretary of Sun Company and as an attorney with the Department of the Interior, the Federal Energy Office, the Environmental Protection Agency, the Department of Justice, and the SEC.

 

Stacey J. Mobley and Oliver R. Sockwell will not stand for re-election.

 

The following individuals currently serve as directors in the two other classes. Their terms will end at the annual shareholders’ meetings in 2011 and 2012, respectively.

 

Class of 2011 — One Year Term Remaining
This Class was Elected at the 2008 Annual Shareholders’ Meeting

 

 

Carolyn S. Burger, Age 69

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. She is a member of our Company’s Audit Committee and served as its chair from 2001 to 2004. She previously served as a member and chair of our Nominating and Corporate Governance Committee and a member of our Compensation Committee.

 

Ms. Burger previously served as director of Bell Atlantic-Delaware, Inc., PJM Interconnection, L.L.C., including as chair of its Compensation Committee and a member of its Audit Committee, GDE Systems, Inc. Betz Dearborn, Inc., and Rodel, Inc. She also serves on numerous non-profit boards.

Robert V.A. Harra Jr., Age 61

Director since 1996

 

Mr. Harra has served as a director, President, and Chief Operating Officer of our Company since 1996. He has been employed in numerous capacities with the Company since 1971. He also serves as a director of AAA MidAtlantic, and serves on numerous non-profit boards.

 

Rex L. Mears, Age 68

Director since 1992

 

Mr. Mears has served as President of Ray S. Mears and Sons, Inc., a farming corporation, since 1967. He serves on the Company’s Nominating and Corporate Governance Committee, and has served as that Committee’s chair. He also has served on the Company’s Audit and Compensation Committees. He previously served on the Board of Directors of Sussex Trust Company and on various committees of that Board, as well as on the Board of Nanticoke Memorial Hospital, including as that Board’s chair.

 

Robert W. Tunnell Jr., Age 55

Director since 1992

 

Mr. Tunnell became managing partner of Tunnell Companies LP, an owner and developer of real estate, in 1981. He also is a majority owner of several other private companies and a certified public accountant. He is a member of our Nominating and Corporate Governance Committee, and previously served on our Audit Committee.

 

Susan D. Whiting, Age 53

Director since 2005

 

Ms. Whiting has served as Executive Vice President of The Nielsen Company and Chairman of Nielsen Media Research, Inc. since 2007. She previously served as President of Nielsen Media Research, Inc. from 2001 to 2006 and as Chief Executive Officer of that company from 2002 to 2006. She is a member of our Compensation Committee, and previously served on our Nominating and Corporate Governance Committee. She also serves on the Board of Directors of Dennison University.

 

Class of 2012 — Two-Year Term Remaining
This Class was Elected at the 2009 Annual Shareholders’ Meeting

 

 

Ted T. Cecala, Age 61

Director since 1996

 

Mr. Cecala became a director, Chairman of the Board, and Chief Executive Officer of the Company and WTC in 1996. He also serves as a member of the Board of Managers of each of Cramer Rosenthal McGlynn, LLC and Roxbury Capital Management, LLC, a member of the Board of Trustees of WT Mutual Fund, and a member of the Board of Directors of the Federal Reserve Bank of Philadelphia. He has been employed in the banking industry for more than 38 years, including more than 30 years in various positions with the Company.

 

Donald E. Foley, Age 58

Director since 2006

 

Mr. Foley has been Senior Vice President and Treasurer at ITT Corporation, a diversified manufacturer of electrical, defense, fluid technologies, and other industrial products, since 2003, and served as Director of Taxes until 2008. He previously served as Vice President, Treasurer, and Director of Taxes of that company since 2000. He previously held executive positions in accounting, financial analysis, corporate finance, mergers and acquisitions, international finance, and pension and risk management with three other Fortune 300 companies. He also serves on non-profit boards and as an advisory board member of an investment bank.

 

Louis J. Freeh, Age 60

Director since 2009

 

Mr. Freeh founded the law firm and corporate consulting group of Freeh Sporkin & Sullivan LLP, where he has practiced since 2006. He previously served as Vice Chairman, General Counsel, and Corporate Secretary and Ethics Officer of MBNA America Bank from 2001 until its acquisition by Bank of America in 2006, Director of the Federal Bureau of Investigation, United States District Judge for the Southern District of New York, Assistant United States Attorney for the Southern District of New York, and FBI Special Agent. He is a member of the Board of Directors of Bristol-Meyers Squibb Company, where he serves as chair of the Corporate Governance Committee and has served on the Audit Committee. He also served as a director of the Federal National Mortgage Association from 2007 to 2008 and a director of L-1 Identity Solutions, Inc. from 2006 to 2007.

 

 

 

The following contains information about the Company’s executive officers who are not directors.

 

Michael A. DiGregorio, Age 63

Executive officer since 2003

 

Mr. DiGregorio became an Executive Vice President of the Company and of WTC in 2009, and has served as Secretary and General Counsel of the Company and WTC since 2003. He also served as Senior Vice President of the Company and WTC from 2003 to 2006.

 

William J. Farrell II, Age 52

Executive officer since 2005

 

Mr. Farrell became an Executive Vice President of the Company and WTC in 2002. In 2005, he assumed oversight of WTC’s Corporate Client Services Department.

 

David R. Gibson, Age 53

Executive officer since 1992

 

Mr. Gibson became an Executive Vice President and Chief Financial Officer of the Company and of WTC in 2002.

 

Mark A. Graham, Age 48

Executive officer since January 2008

 

Mr. Graham became an Executive Vice President of the Company in January 2008. He previously served as President — Mid Atlantic for Wilmington Trust FSB from 2007 to 2008 and as President of Wilmington Trust of Pennsylvania from 2001 to 2007.

 

Kevyn N. Rakowski, Age 56

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.

 

 

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 27, and by all directors and executive officers as a group as of January 31, 2010.

 

Under the SEC’s 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 individual’s benefit.

 

 

 

(1) This column includes stock held by directors and executive officers or certain members of their immediate families.

 

(2) Twenty thousand two hundred eighty-nine of these shares are pledged.

 

(3) Twenty thousand six hundred seventy-eight of these shares are pledged.

 

(4) One hundred forty-one thousand one hundred twenty-one of these shares are pledged.

 

(5) Seventy-one thousand nine hundred forty-five of these shares are pledged.

 

(6) This column includes stock for which directors or executive officers are deemed to have sole or shared voting power.

 

(7) Two hundred sixty-seven thousand five hundred forty-three of these shares are pledged.

(8) This column includes shares which directors or executive officers have the right to acquire within 60 days after December 31, 2009.

 

(9) 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 individual’s service as a director, and do not have voting rights.

 

(10) 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 individual’s service as a director.

 

* Less than 1%

 

In Schedule 13Gs filed with the Securities and Exchange Commission, BlackRock, Inc. (“BlackRock”), T. Rowe Price Associates, Inc. (“T. Rowe Price”), and FMR LLC (“FMR”) reported that, as of December 31, 2009, they held shares of our common stock as follows:

 

 

 

 

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.

 

We describe our current compensation program below. This description includes limitations on our compensation programs under the United States Department of the Treasury’s (the “Treasury’s”) Capital Purchase Program (the “CPP”), some of which affected compensation awarded in 2010 for performance in 2009.

 

General

 

Total Compensation Philosophy

 

To accomplish our 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:

 

 

 

Compensation awarded to our executive officers for 2009 reflected the continued downturn in the economy in general and results for the financial services industry in particular.

 

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:

 

 

On December 12, 2008, we entered into agreements (the “Agreements”) with the U.S. Treasury pursuant to the CPP. Under the Agreements, we received a total purchase price of $330,000,000 and issued to the U.S. Treasury 330,000 shares of our fixed-rate perpetual preferred stock and a warrant (the “Warrant”) to purchase up to 1,856,714 shares of our common stock. Until the CPP funds are repaid, we cannot deduct compensation awarded to any Named Executive Officer identified below in excess of $500,000 annually.

 

In addition, under the CPP:

 

 

We historically have targeted total cash compensation at roughly an even split between an executive officer’s base salary and potential target cash bonus. However, as noted above, under the CPP we cannot provide our Named Executive Officers bonuses or incentives other than restricted stock that does not start to vest for at least two years after the award and after at least 25% of the CPP funds have been repaid. We do not target any specific relation between an executive’s cash and non-cash compensation.

 

Our executive compensation program focuses our executive officers on enhancing shareholder value through their successful long-term strategic management. We seek to do this by providing executive officers with ownership interests in our Company in the form of restricted stock. Since the ultimate value of the stock made available through these awards depends on our Company’s success, restricted stock provides executive officers continuing incentives to increase stockholder value after the award is granted. Restricted stock provides compensation to the executive if the Company’s stock maintains its value, and increased compensation if the value of the Company’s stock increases. We believe equity compensation awards help us achieve a balance between short- and long-

term performance and value objectives. In general, we are not permitted to award stock options to our executive officers until the CPP funds are repaid.

 

Our equity compensation awards are also structured to retain our executives. Restricted stock awards typically vest over three or four years after grant, thus facilitating retention of the executive officer.

 

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 officer’s 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. The following table reflects the stock ownership requirements and stock ownership as of January 31, 2010, of our Named Executive Officers:

 

 

Each executive officer’s 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 that change-in-control, an actual or constructive termination of the executive officer’s employment by the Company. We do not have written employment agreements with our executive officers.

 

Typically, early in each year, the Compensation Committee approves executive officers’ base salaries and performance factors for compensation, as well as any bonuses earned for the prior year. In reviewing the performance of the Company’s executive officers other than Mr. Cecala, the Compensation Committee considers his recommendations regarding the performance factors against which each executive officer other than himself should be evaluated, his views of their performance with respect to each element of compensation, and his views with respect to the amount of each element of compensation to be paid to each executive officer other than himself. Mr. Cecala attends the meetings of the Compensation Committee except when the Committee is determining his compensation or meeting in executive session. The Compensation Committee can modify a recommended amount at its discretion.

 

The Compensation Committee believes that the compensation awarded to Mr. Cecala is commensurate with the compensation awarded to our other Named Executive Officers, taking into consideration the level of his responsibilities as the Chairman of the Board and Chief Executive Officer of our company. The Compensation Committee’s goals in setting Mr. Cecala’s compensation are similar to its goals for compensation to our executive officers generally: to provide compensation that is competitive with the compensation practices of those peer companies with which we compete for talent; put a portion of compensation at risk; align his interests with those of our shareholders; and provide incentives that promote his retention.

 

Base Salaries and Bonuses

 

We determine base salaries and any bonuses for each executive officer by evaluating his or her responsibilities and performance. We also consider the competitive market for executive talent, with our Compensation Committee engaging a compensation consultant to conduct a market review of compensation paid to executives at comparable

financial institutions every two years. In 2008, we engaged McLagan Partners, as compensation consultants, to compare the base salaries, cash compensation, long-term compensation, and total compensation we pay our senior officers to those paid to senior officers in comparable positions at institutions with comparable businesses identified as the Compensation Peer Group on Exhibit B to this proxy statement. The Compensation Peer Group includes companies with business lines similar to ours — including regional banking, corporate client services, and wealth management — as well as companies with similar asset bases that comprise our Performance Peer Group. Our Human Resources Department also monitors nationally published compensation surveys on a continuous basis, and would recommend review at an intermediate time if national trends indicated a need to reevaluate our competitive positioning.

 

We typically set executive officers’ base salaries and any bonuses at or near the median of base salaries and bonuses awarded at those institutions within the Compensation Peer Group. This is consistent with our Company’s 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 and any bonuses annually to take into account our Company’s and the individual’s performance, as well as any changes in the executive officer’s 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 Company’s performance. In establishing bonuses in the form of restricted stock for certain of our Named Executive Officers for 2009 and compensation increases for 2010, the Compensation Committee considered the performance factors it had established previously for each executive officer and the CPP’s limitations on incentive compensation. The Compensation Committee considers the recommendations of Mr. Cecala in awarding any increases other than his.

 

Compensation awarded to our executive officers is based in part on a comparison of our performance against our business plan and the U.S.- based financial institutions with asset sizes ranging from one-half to twice our asset size at December 31, 2008 identified as our Performance Peer Group on Exhibit B to this proxy statement. We evaluate our performance (1) 25% based upon our average return on equity over the most recent three years against the average return on equity over that period of the Performance Peer Group, (2) 25% based upon our average return on assets over the most recent three years against the average return on assets over that period of the Performance Peer Group, (3) 25% based upon the growth in earnings per share over the most recent three years against the growth in earnings per share over that period of the Performance Peer Group, and (4) 25% based upon our net income against our business plan. For the three years ending with 2009, our average return on equity ranked us at the 40th percentile among the Performance Peer Group, our average return on assets ranked us at the 38th percentile among the Performance Peer Group, and the percentage growth in our earnings per share ranked us at the 48th percentile among the Performance Peer Group.

 

With respect to the relative performance metrics (the first three metrics identified in the preceding paragraph), target performance is achieved when each of our average return on equity, average return on assets, and the annual growth in earnings per share for the most recent three years is equal to or greater than the median average return on equity, average return on assets, and growth in earnings per share, for the most recent three years of the members of the Performance Peer Group. For the three years ending with 2009, the three-year median average return on equity was 5.69%, the three-year median average return on assets was 0.54%, and the three-year median earnings per share growth was a loss per share of 35.64%.

 

With respect to the absolute performance metric (the fourth metric identified in the second preceding paragraph), we compare the annual net income target established by the Board of Directors in our business plan, which was $124.1 million for 2009, with our actual results, which was a loss of $4.4 million for 2009. This difference was due primarily to writedowns taken in connection with other-than-temporary impairments of preferred stock of other financial institutions and a significantly increased provision for loan losses. When we do not reach or we exceed target performance for any metric, compensation to our executive officers may be reduced or increased.

 

The extraordinary developments in the economy generally and in the financial services industry and

our Company in particular during 2009 impacted the Compensation Committee’s determinations with regard to changes to the Named Executive Officers’ compensation. In addition, the Committee considered that the Named Executive Officers did not receive any base salary increase in 2009 or cash bonus in 2009 and will not receive cash bonuses in 2010 as long as we are in the CPP, together with the Company’s objective to award total compensation to its executive officers that is competitive with that paid by institutions in the Compensation Peer Group.

 

The performance factors the Committee considered in establishing Mr. Cecala’s compensation included strengthening the Company’s capital and liquidity positions, controlling expenses, and continued development of the Company’s fee businesses.

 

The performance factors considered in establishing Mr. Gibson’s compensation included our Company’s balance sheet management, capital and liquidity management, assistance with acquisitions and divestitures, and tax management.

 

The performance factors the Committee considered in establishing Mr. Harra’s compensation included expanding the Company’s presence in Maryland and New Jersey, and increasing its deposit base.

 

The performance factors the Committee considered in establishing Mr. Farrell’s compensation included increasing sales of our Company’s Corporate Client Services business internationally, increasing sales of our investment management services, and integrating our retirement services business with the former AST Capital Trust Company.

 

The performance factors the Committee considered in establishing Mr. Graham’s compensation included refining the operational controls of our Wealth Advisory Services business, expanding the business through acquisitions or hiring, and improving the business line’s profitability.

 

We do not assign specific weightings to these separate performance factors in determining our executive officers’ compensation, and do not set any specific standards or parameters or any specific quantitative financial or other performance threshold that must be reached to generate a minimum or a maximum increase in salary or any bonus for any executive officer or any threshold, target, or maximum award for any executive officer. Instead, the Compensation Committee compares each executive officer’s performance against the totality of performance factors established for the executive officer at the beginning of the year, taking into account the recommendations of Mr. Cecala with respect to salaries and any bonuses other than his own.

 

The Committee reviewed Mr. Cecala’s performance in 2009 and considered how he helped strengthen our Company’s capital and liquidity positions, controlled the Company’s expenses, and facilitated the continued development of its fee businesses. Based on the Committee’s subjective evaluation of his and the Company’s performance, and the CPP’s requirements, the Committee increased Mr. Cecala’s base salary for 2010 by $252,000.

 

The Committee reviewed Mr. Gibson’s performance in 2009, noting in particular his contributions to our Company’s balance sheet management, capital and liquidity management, assistance with acquisitions and divestitures, and improvement in the Company’s tax management. Based on the Committee’s subjective evaluation of his and the Company’s performance, and the CPP’s requirements, the Committee awarded Mr. Gibson a bonus in the form of restricted stock of $200,000 for 2009 and increased his base salary for 2010 by $171,000.

 

The Committee reviewed Mr. Harra’s performance in 2009, noting in particular his contributions to expanding the Company’s presence in the Maryland and New Jersey market and increasing its deposit base. Based on the Committee’s subjective evaluation of his and the Company’s performance, and the CPP’s requirements, the Committee increased Mr. Harra’s base salary for 2010 by $50,000.

 

The Committee reviewed Mr. Farrell’s performance in 2009, noting in particular his contributions to the Company’s strategic objectives to increase sales of its Corporate Client Services business nationally and internationally, achieving record sales for the business in 2009, increase sales of our Company’s investment management and deposit services, and integrate our Company’s retirement services businesses. Based on the Committee’s subjective evaluation of his and the Company’s performance, and the CPP’s requirements, the Committee awarded Mr. Farrell a bonus in the form of restricted stock of $200,000 for 2009 and increased his base salary for 2010 by $286,000.

 

The Committee reviewed Mr. Graham’s performance in 2009, noting in particular his contributions in refining the operational controls in our Wealth Advisory Services business, expanding the business through new hires, working toward

improving the business line’s profitability, pricing, and expense control, and his increased responsibility supervising the Company’s investment management function. Based on the Committee’s subjective evaluation of his and the Company’s performance, and the CPP’s requirements, the Committee awarded Mr. Graham a bonus in the form of restricted stock of $200,000 for 2009 and increased his base salary for 2010 by $302,000.

 

All such restricted stock awards will vest two years following the date of the award, but such vesting cannot start before at least 25% of the CPP funds are repaid. Since it is in the form of restricted stock, these bonuses are subject to forfeiture prior to vesting.

 

The Committee believes that its process of providing performance objectives to each executive officer at the beginning of the year, its subjective review of those officers’ achievement of those objectives at the end of the year relying substantially on Mr. Cecala’s evaluation of each executive’s performance, and its award to those officers of compensation at the end of the year based in part on corporate performance and its assessment of the totality of each executive’s achievement of those objectives, provides the most appropriate incentives to those officers to maximize returns to the Company’s shareholders and to achieve the Company’s long-term objectives.

 

Our shareholders have approved the bonus plan for our executive officers. We typically award any bonuses (all of which must be in the form of restricted stock) to our executive officers annually at the regularly scheduled meeting of the Compensation Committee held in February of each year at which annual compensation awards are made. Any increase in value that accrues to our executive officers from restricted stock is based entirely on our stock’s performance subsequent to the date of grant, and bears a direct relationship to the value our shareholders realize.

 

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. Until the CPP funds are repaid, we cannot deduct compensation awarded to any Named Executive Officer in excess of $500,000 annually.

 

Stock Options

 

Under our 2009 Long-Term Incentive Plan, we are able to make cash-based and stock-based awards. Stock options we granted in 2009 vest after three years and have terms of up to ten years, and are intended to motivate the recipients to increase our Company’s long-term value. In granting stock options to our executive officers in 2009, we considered the number of options the officer received previously; the officer’s level; changes in his or her duties and responsibilities during the year; and our Company’s current and prospective performance. We did not employ any formula in awarding these stock options. Instead, the Compensation Committee compared each executive officer’s performance against the totality of performance factors established for that executive officer at the beginning of the previous year, taking into account the recommendations of Mr. Cecala with respect to stock option awards other than his own. All such stock options were 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 those 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 addition, although our 2009 Long-Term Incentive Plan permits our Compensation Committee or Select Committee to make cash awards under that plan, neither of those committees has ever done so under any of our prior long-term incentive plans. Instead, they have granted only stock options and restricted stock under those plans, since we believe these types of awards most closely align our executive officers’ interests with those of our shareholders over the long term. The performance factors the Compensation Committee considered in awarding stock options were the same as those it considered in setting our executives’ base salaries and bonus awards.

 

As noted above, under the CPP, after June 15, 2009, we cannot award stock options to our Named Executive Officers or ten next MHCEs until the CPP funds are repaid.

 

Perquisites

 

We provide country club memberships for executive and other senior officers who have customer entertainment responsibilities.

 

 

The Compensation Committee evaluates all components of compensation of the Company’s executive officers, including:

 

 

In evaluating these and the Company’s compensation policies and practices, the Committee considers risk management and appropriate risk-taking incentives. Among the risks the Committee considers in evaluating these policies and practices include the Company’s credit risk, interest rate risk, market risk, legal risk, operational risk, and reputational risk. The Company uses a number of practices to help mitigate these risks:

 

 

The Company monitors incentive awards made to its staff, and reviews those awards in light of the risks to which the Company may be subject. We review the design and function of the Company’s incentive plans, approve the Company’s Executive Incentive Plan and Long-Term Incentive Plan (the incentive plans under which the Company’s executive officers are compensated) and the awards granted under those plans, and monitor performance under those plans. The Company’s other incentive plans are approved and administered by its Incentive Compensation Committee, comprised of three of the Company’s senior officers. The Company ensures that significant modifications to those plans are communicated to and approved by that committee. In addition, these plans are reviewed periodically by the Company’s Audit Services Department.

 

In 2009, we conducted a detailed review of all 41 incentive plans of the Corporation and its wholly-owned subsidiaries (collectively, “Wilmington Trust”) listed on Exhibit C to this proxy statement to determine whether those plans subject the Company to unnecessary or excessive risk, or encourage its staff to manipulate its earnings. We engaged a consultant, Mercer, to assist in these efforts. The factors we considered in conducting this review included the governance structure of each plan; whether the plan includes a cap or maximum on each participant’s incentive opportunity; whether the Company retains discretion in making the incentive award; the performance metrics for each plan; whether payouts under the plan are linked to overall corporate goals; the timing of payments under the plan; whether the plan provides for the ‘clawback’ of awards; the contribution of plan awards to the participant’s overall pay mix; and risk-mitigating factors for the plan. As a result of that evaluation, the Compensation Committee certifies that:

 

 

 

In reaching these conclusions, the Committee considered the factors noted above, as well as the controls the Corporation has in place to mitigate the payment of inappropriate awards for staff members who can reprice its products or receive a percentage of net income derived from product sales. The Committee reviews Wilmington Trust’s incentive plans to determine whether they subject the Company to unnecessary or excessive risk or encourage its staff to manipulate earnings at least semi-annually.

 

The Committee has reviewed and discussed the Compensation Discussion and Analysis above with management, and has recommended to the Board of Directors that this disclosure be included in this proxy statement. Submitted by the Compensation Committee of the Corporation’s Board of Directors:

 

R. Keith Elliott, Chair
Donald E. Foley
Louis J. Freeh
Stacey J. Mobley
Susan D. Whiting

 

 

The Committee’s charter is posted on our Web site at www.wilmingtontrust.com under “Investor Relations — Corporate Governance.” The Committee does not delegate its authority to any person, but, as noted above, does consider Mr. Cecala’s views in setting compensation for executive officers other than himself.

 

 

Certain of our Company’s subsidiaries have banking transactions in the ordinary course of business with Mss. Burger, Krug, and Rollins, Messrs. Mears, Sockwell, and Tunnell, and certain of our 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 not related to the lender and that do not involve more than the normal risk of collectability or present other unfavorable features.

 

In 2009, we entered into a three-year agreement with Marsh USA Inc. (“Marsh”) to provide us insurance brokerage and risk management consulting services for our professional liability insurance coverages. Marsh owns Mercer, and we paid Marsh $175,000 for those services in 2009. We paid Mercer $64,000 for executive compensation consulting services it provided us in 2009. In accordance with our past practice, our Company’s management engaged Marsh to provide these insurance services and reported this engagement to our Audit Committee, but did not seek our Board’s prior approval for this engagement.

 

Our Board of Directors approves any loan to a director or executive officer when such approval is required by the Federal Reserve Board’s regulations.

 

Compensation Committee Interlocks and Insider Participation

 

The Compensation Committee’s members are R. Keith Elliott (Chair), Donald E. Foley, Louis J. Freeh, Stacey J. Mobley, and Susan D. Whiting. 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.

 

Our Code of Conduct and Ethics, which we post on our Web site, prohibits directors and executive officers from engaging in transactions that may raise even the appearance of a conflict of interest with our Company. Our Company’s 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. Our policy defines such a transaction as any transaction between our Company and designated individuals, other than transactions available to all employees or that involve less than $5,000.

In conducting this review, the General Counsel ensures that all such transactions are reasonable and fair to our Company and its subsidiaries. Among the factors the General Counsel considers in determining whether a transaction is fair to our Company and its subsidiaries is the aggregate value of the transaction and whether it represents an opportunity that may be equally available to the Company itself. The Company’s policies and procedures for the review and approval of related party transactions are in writing, posted on our Web site at www.wilmingtontrust.com under “Investor Relations-Corporate Governance,” 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.

 

The following table shows information about compensation the Company awarded in 2009, 2008, and 2007 to its chief executive officer, chief financial officer, its three other most highly compensated executive officers at December 31, 2009 (the “Named Executive Officers”).

 

 

(1) The following Named Executive Officers were awarded the following total bonuses under the Company’s Incentive Plan for services performed during 2009, 2008, and 2007: $200,000 for 2008 and $842,500 for 2007 for Mr. Cecala; $200,000 for 2009, $195,000 for 2008, and $471,500 for 2007 for Mr. Gibson; $200,000 for 2008 and $451,280 for 2007 for Mr. Harra; $200,000 for 2009 and 2008 and $446,500 for 2007 for Mr. Farrell; and $200,000 for 2009, $162,500 for 2008, and $300,000 for 2007 for Mr. Graham.

 

For 2009, all of these amounts were in the form of restricted stock that will vest two years following the date of the award, but such vesting cannot start until at least 25% of the CPP funds are repaid. For 2008, all of these amounts were in the form of restricted stock which will vest in three equal installments over the three-year period beginning with the date of the award, but not before the Treasury no longer holds any debt or equity security we issued under the CPP. For 2007, twenty percent of these amounts, together with an additional 15% of that 20% to compensate for (a) the delay in the executive’s receiving the award and (b) the fact that this portion of the award is made in stock and not cash, was made in the form of restricted stock. This restricted stock will be reported in the Summary Compensation Table of the Company’s proxy statement for future Annual Shareholders’ Meetings.

 

Since it is in the form of restricted stock, these portions of each Named Executive’s Officer’s bonus are subject to forfeiture prior to vesting.

 

(2) The value shown includes dividends received on the restricted stock awards. The value of these awards is determined by multiplying the number of restricted shares granted by the stock’s closing price on the grant date.

(3) The assumptions used in valuing these option awards are detailed in Note 19 to the consolidated financial statements contained in our Annual Report on Form 10-K for 2009. These valuations were calculated with respect to the grant date fair value of these awards under Accounting Standards Codification (“ASC”) 718.

 

(4) The assumptions used in valuing these benefits are detailed in Note 18 to the consolidated financial statements contained in our Annual Report on Form 10-K for 2009.

 

(5) Represents: (a) the Company’s contributions to its Thrift Savings Plan for Mr. Cecala of $3,675, Mr. Gibson of $4,800, Mr. Harra of $3,462, and Messrs. Farrell and Graham of $7,350 in 2009; each Named Executive Officer of $6,900 in 2008; and Messrs. Cecala, Harra, and Gibson of $6,750, and Messrs. Farrell and Graham of $6,600, in 2007; (b) premiums the Company paid for term life insurance for each of Messrs. Cecala, Harra, Gibson, and Farrell of $2,280 and Mr. Graham of $2,223 in 2009; Messrs. Cecala and Harra of $2,280 in 2008 and 2007; Mr. Gibson of $2,095 in 2008 and $1,539 in 2007; Mr. Farrell of $2,103 in 2008 and $1,573 in 2007; and Mr. Graham of $1,230 in 2008 and $1,140 in 2007; and (c) expense the Company recognized for country club memberships for Mr. Cecala of $26,349 in 2009, $25,168 in 2008, and $13,319 in 2007; Mr. Harra of $10,673 in 2009, $11,248 in 2008, and $10,525 in 2007; and Mr. Graham of $12,871 in 2009 and $68,114 in 2008. The amount expensed for Mr. Graham in 2008 included a one-time initiation fee of $52,300.

 

The following provides information about grants of plan-based awards for 2009:

 

 

(1) One-third of these restricted shares is scheduled to vest on each of February 26, 2010, February 28, 2011, and February 28, 2012; provided that no such shares will vest until the U.S. Treasury no longer holds any debt or equity security we issued to it under the CPP. Since it is in the form of restricted stock, this portion of each Named Executive Officer’s bonus is subject to forfeiture prior to vesting.

 

Dividend are paid on restricted stock at the rate paid on the Company’s outstanding stock.

 

The following table sets forth information about outstanding equity awards to the Named Executive Officers at December 31, 2009:

 

 

 

 

 

 

The following table provides information about stock options exercised by and restricted stock vested for each Named Executive Officer during 2009:

 

 

The following table provides information about benefits under our Pension Plan and Supplemental Executive Retirement Plan (“SERP”) for the Named Executive Officers at December 31, 2009: