SALISBURY BANCORP, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 26, 2003
TABLE OF CONTENTS
PAGE
NOTICE OF MEETING........................................................ 3
INTRODUCTION............................................................. 4
OUTSTANDING STOCK AND VOTING RIGHTS...................................... 4
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT........................... 5
MANAGEMENT OF THE COMPANY................................................ 6
Principal Shareholders of the Company........................... 6
PROPOSAL I- ELECTION OF DIRECTORS........................................ 6
Committees of the Board of Directors............................ 8
Fees............................................................ 9
Director Attendance............................................. 9
Compensation Committee Report................................... 9
Audit Committee Report.......................................... 10
Certain Business Relationships.................................. 10
Indebtedness of Management and Others........................... 11
EXECUTIVE COMPENSATION OF PRINCIPAL OFFICERS............................. 11
Summary Compensation Table...................................... 11
Insurance....................................................... 12
Pension Plan.................................................... 12
Supplemental Retirement Arrangement............................. 12
Directors Stock Retainer Plan................................... 13
Change in Control Agreements.................................... 13
401(k) Plan..................................................... 13
Stock Price Performance Graph................................... 13
Section 16(a) Beneficial Ownership Reporting Compliance......... 14
PROPOSAL II - RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT AUDITORS................................................... 15
PROPOSAL III - OTHER BUSINESS............................................ 16
SHAREHOLDER PROPOSALS.................................................... 16
SHAREHOLDER INFORMATION.................................................. 17
Appendix A - Audit Committee Charter..................................... 18
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 26, 2003
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Salisbury
Bancorp, Inc. (the "Company"), will be held at 10:00 a.m. on Saturday, April
26, 2003 at the Main Office of Salisbury Bank and Trust Company (the "Bank"), 5
Bissell Street, Lakeville, Connecticut, for the following purposes:
1. To elect three (3) Directors for a three (3) year term; who, with
the five (5) directors whose terms do not expire at this meeting,
will constitute the full Board of Directors of the Company.
2. To ratify the appointment of Shatswell, MacLeod & Company, P.C. as
independent auditors for the Company for the year ending December 31,
2003.
3. To transact such other business as may properly come before the
meeting, or any adjournment(s) thereof.
Only those Shareholders of record at the close of business on the 7th
day of March, 2003 are entitled to notice of, and to vote at this Annual
Meeting or any adjournment thereof. In order that you may be represented at
the meeting, please complete, date, sign and mail promptly the enclosed proxy
for which a postage-prepaid return envelope is provided.
BY ORDER OF THE BOARD OF DIRECTORS OF
SALISBURY BANCORP, INC.
Richard J. Cantele, Jr.
Secretary
March 28, 2003
SHAREHOLDERS ARE REQUESTED TO MARK, DATE, SIGN AND RETURN THE ENCLOSED PROXY
AS SOON AS POSSIBLE REGARDLESS OF WHETHER THEY PLAN TO ATTEND THE MEETING. ANY
PROXY GIVEN BY A SHAREHOLDER MAY BE REVOKED AT ANY TIME BEFORE IT IS
EXERCISED, AND ANY SHAREHOLDER WHO EXECUTES AND RETURNS A PROXY AND WHO
ATTENDS THE ANNUAL MEETING MAY WITHDRAW THE PROXY AT ANY TIME BEFORE IT IS
VOTED AND VOTE HIS OR HER SHARES IN PERSON. A PROXY MAY BE REVOKED BY GIVING
NOTICE TO RICHARD J. CANTELE, JR., SECRETARY OF THE COMPANY, IN WRITING
PRIOR TO THE TAKING OF A VOTE.
3
SALISBURY BANCORP, INC.
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
APRIL 26, 2003
INTRODUCTION
The enclosed proxy (the "Proxy") is solicited by the Board of Directors
(the "Board of Directors") of Salisbury Bancorp, Inc. (the "Company"), 5
Bissell Street, Lakeville, Connecticut 06039, for use at the Annual Meeting of
Shareholders, to be held on Saturday, April 26, 2003, at 10:00 a.m., at the
Main Office of its subsidiary, Salisbury Bank and Trust Company (the "Bank"),
5 Bissell Street, Lakeville, Connecticut, and at any and all adjournments
thereof. Any Proxy given may be revoked at any time before it is actually
voted on any matter in accordance with the procedures set forth on the Notice
of Annual Meeting. This Proxy Statement and the enclosed form of Proxy are
being mailed to shareholders (the "Shareholders") on or about March 28,
2003. The cost of preparing, assembling and mailing this Proxy Statement and
the material enclosed herewith is being borne by the Company. In addition,
proxies may be solicited by directors, officers and employees of the Company
and the Bank personally by telephone or other means. The Company will reimburse
banks, brokers, and other custodians, nominees, and fiduciaries for their
reasonable and actual costs in sending the proxy materials to the beneficial
owners of the Company's common stock (the "Common Stock").
OUTSTANDING STOCK AND VOTING RIGHTS
The Board of Directors has fixed the close of business on March 7,
2003 as the record date (the "Record Date") for the determination of
Shareholders entitled to notice of and to vote at this Annual Meeting. As of
the Record Date, 1,423,238 shares of the Company's Common Stock (par value
$.10 per share) were outstanding and entitled to vote and held of record by
approximately 519 Shareholders, each of which shares is entitled to one vote
on all matters to be presented at this Annual Meeting. Votes withheld,
abstentions and broker non-votes are not treated as having voted in favor of
any proposal and are counted only for purposes of determining whether a
quorum is present at the Annual Meeting.
A proxy card is enclosed for your use. YOU ARE SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS TO COMPLETE, DATE, SIGN AND RETURN THE PROXY CARD IN
THE ACCOMPANYING ENVELOPE, which is postage-prepaid if mailed in the United
States.
If the enclosed form of Proxy is properly executed and received by the
Company in time to be voted at the Annual Meeting, the shares represented
thereby will be voted in accordance with the instructions marked thereon.
Executed, but unmarked proxies will be voted "FOR" each of Proposals I and II
discussed in this Proxy Statement. As of the date of this Proxy Statement, the
Board of Directors and management do not know of any matters other than those
described in the Notice of Annual Meeting that are to come before the Annual
Meeting. If any other matters are properly brought before the Annual Meeting,
the persons named in the proxy will vote the shares represented by such proxy
upon such matters as determined by a majority of the Board of Directors.
4
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT
The following table sets forth certain information as of March 7, 2003
regarding the number of shares of Common Stock beneficially owned by each
director and executive officer of the Company and by all directors and executive
officers of the Company as a group.
Number of Shares (1) Percentage of Class (2)
-------------------- -----------------------
John R. H. Blum 15,456 (3) 1.09%
Louise F. Brown 3,276 (4) .23%
Richard J. Cantele, Jr. 2,883 (5) .20%
John F. Foley 3,696 (6) .26%
Nancy F. Humphreys 1,120 (7) .08%
Gordon C. Johnson, DVM 1,622 (8) .11%
Holly J. Nelson 1,168 (9) .08%
John F. Perotti 10,839 (10) .76%
Walter C. Shannon, Jr. 3,724 (11) .26%
Michael A. Varet 65,766 (12) 4.62%
____________________________ ________________
(All Directors and Executive 109,550 7.69%
Officers of the Company
as a group of (10) persons)
(1) The shareholdings also include, in certain cases, shares owned by or in trust for a director"s spouse and/or children or
grandchildren, and in which all beneficial interest has been disclaimed by the director.
(2) Percentages are based upon the 1,423,238 shares of the Company's Common Stock outstanding and entitled to vote on March
7, 2003. The definition of beneficial owner includes any person who, directly or indirectly, through any contract,
agreement or understanding, relationship or otherwise has or shares voting power or investment power with respect to such
security.
(3) Includes 2,100 shares owned by John R. H. Blum's wife.
(4) Includes 1,068 shares owned by Louise F. Brown's daughter.
(5) Includes 1,197 shares owned jointly by Richard J. Cantele, Jr. and his wife and 6 shares owned by Richard J. Cantele, Jr.
as custodian for his daughter.
(6) Includes 1,518 shares owned jointly by John F. Foley and his wife and 66 shares owned by John F. Foley as
custodian for his children.
(7) Includes 1,000 shares owned jointly by Nancy F. Humphreys and her husband.
(8) Includes 660 shares which are owned by Gordon C. Johnson's wife and for which Mr. Johnson has disclaimed beneficial
ownership.
(9) Includes 6 shares owned by Holly J. Nelson as guardian for a minor child.
(10) Includes 9,514 shares owned jointly by John F. Perotti and his wife, 761 shares owned by his wife and 564 shares in trust
for his son.
(11) All shares are owned individually by Walter C. Shannon, Jr.
(12) Includes 18,540 shares which are owned by Michael A. Varet's wife, 12,366 shares which are owned by his sons and 6,180
shares owned by his daughter. Michael A. Varet has disclaimed beneficial ownership for all of these shares.
5
MANAGEMENT OF THE COMPANY
The following table sets forth the name and age of each Executive
Officer, his principal occupation for the last five (5) years and the year in
which he was first appointed an Executive Officer of the Company.
Executive Officer
Name Age Position of the Company since:
---- --- -------- -------------------------
John F. Perotti 56 President and 1998 (1)
Chief Executive Officer
Richard J. Cantele, Jr. 43 Secretary 2001 (2)
John F. Foley 52 Chief Financial Officer 1998 (3)
(1) Mr. Perotti is also the President and Chief Executive Officer of the Bank and has been an Executive Officer of the Bank
since 1982.
(2) Mr. Cantele is also the Executive Vice President, Treasurer and Chief Operating Officer of the Bank and has been an
Executive Officer of the Bank since 1989.
(3) Mr. Foley is also the Senior Vice President, Comptroller and Principal Financial Officer of the Bank and has been an
Executive Officer of the Bank since 1986.
PRINCIPAL SHAREHOLDERS OF THE COMPANY
As of March 7, 2003, management was not aware of any person
(including any "group" as that term is used in Section 13 (d)(3) of the
Exchange Act) who owns beneficially more than 5% of the Company's Common Stock.
PROPOSAL I
ELECTION OF DIRECTORS
The Certificate of Incorporation and Bylaws of the Company provide for
a Board of Directors of not less than seven (7) members, as determined from time
to time by resolution of the Board of Directors. The Board of Directors has set
the number of directorships at eight (8). The Board of Directors of the Company
is divided into three (3) classes as nearly equal in number as possible. Classes
of directors serve for staggered three (3) year terms. A successor class is to
be elected at each annual meeting of shareholders when the terms of office of
the members of one class expire. Vacant directorships may be filled, until the
expiration of the term of the vacated directorship, by the vote of a majority of
the directors then in office.
There are three (3) directorships on the Board of Directors which are
up for election this year. The following individuals have been nominated to
serve for a three (3) year term: Gordon C. Johnson, DVM; Holly J. Nelson; and
Walter C. Shannon, Jr. The three (3) nominees are members of the present Board
of Directors. Unless otherwise directed, the enclosed proxy will be voted "FOR"
such nominees. In the event any one or more nominees is unable or declines to
serve (events which are not anticipated), the persons named in the proxy may
vote for some other person or persons.
6
The following table sets forth certain information, as of March 7,
2003, with respect to the directors of the Company.
NOMINEES FOR ELECTION
---------------------
Positions Held Director Term
Name Age with the Company Since Expiring
---- --- ---------------- -------- --------
Gordon C. Johnson, DVM 68 Director 1998 2003
Holly J. Nelson 49 Director 1998 2003
Walter C. Shannon, Jr. 67 Director 1998 2003
CONTINUING DIRECTORS
--------------------
John F. Perotti 56 President, 1998 2004
Chief Executive Officer
and Director
Michael A. Varet 60 Director 1998 2004
John R. H. Blum 73 Chairman 1998 2005
Louise F. Brown 59 Director 1998 2005
Nancy F. Humphreys 61 Director 2001 2005
Presented below is additional information concerning the directors of
the Company. Unless otherwise stated, all directors have held the position
described for at least five (5) years.
John R. H. Blum is an attorney in private practice and former
Commissioner of Agriculture for the State of Connecticut. He has been a director
of the Bank since 1995 and was elected Chairman of the Board of Directors of the
Company and the Bank in 1998.
Louise F. Brown has been a director of the Bank since 1992 and is a
partner in the law firm of Ackerly Brown, LLP. Prior to being a partner in
Ackerly Brown, LLP, Ms. Brown was a partner in the law firm of Gager & Peterson,
LLP.
Nancy F. Humphreys has been a director of the Bank since 2001. She
retired from Citigroup New York, Citibank in February of 2000, as Managing
Director and Treasurer of Global Corporate Investment Bank North America.
Gordon C. Johnson has been a director of the Bank since 1994 and is a
Doctor of Veterinary Medicine.
Holly J. Nelson has been a director of the Bank since 1995. She is a
member of Horses North, LLC, a tour operator, and is a member in Oblong Property
Management, LLC.
John F. Perotti is President and Chief Executive Officer of the Company
and the Bank. Prior to that he served as Executive Vice President and Chief
Operating Officer of the Bank and prior to that, he was Vice President and
Treasurer of the Bank. He has been a director of the Bank since 1985.
7
Walter C. Shannon, Jr. is President Emeritus of Wagner McNeil, Inc. and
President of William J. Cole Agency, Inc. He has been a director of the Bank
since 1993.
Michael A. Varet is a partner in the law firm of Piper Rudnick LLP. Mr.
Varet has been a director of the Bank since 1997.
COMMITTEES OF THE BOARD OF DIRECTORS
------------------------------------
The Board of Directors of the Company met fourteen (14) times during
the year 2002, and has various committees including an Executive Committee and
an Audit Committee. The members of the committees are appointed by the Board of
Directors.
The Executive Committee has general supervision over the affairs of the
Company between meetings of the Board of Directors. The members of the Executive
Committee include John R. H. Blum, Gordon C. Johnson DVM, John F. Perotti,
Walter C. Shannon, Jr., and Michael A. Varet. The Executive Committee did not
meet during the year 2002.
The Company established a Compensation Committee during the year 2002,
which is responsible for reviewing the Company's general compensation strategy;
establishing salaries and reviewing benefit programs, including pensions and
incentive compensation plans; and advising the Board of Directors and making
recommendations with respect to such plans. The members of the Compensation
Committee include Nancy F. Humphreys, Gordon C. Johnson DVM, Holly J. Nelson and
Walter C. Shannon, Jr. The Compensation Committee met six (6) times during the
year 2002.
The Company established a Nominating Committee during the year 2002,
which is responsible for assisting the Board of Directors in identifying and
evaluating potential nominees for a Directorship, and recommending qualified
nominees to the Board for consideration. The Nominating Committee selects the
Director nominees to stand for election at the Company's Annual Meetings of
Shareholders. There is a prescribed procedure for shareholders to make a
nomination set forth in the Company's Bylaws. Its members are John R.H. Blum,
Louise F. Brown and Gordon C. Johnson, DVM. The Committee held one meeting
during the year.
Subject to the Audit Committee Charter, attached hereto as Appendix A,
the Audit Committee provides assistance to the Board of Directors in fulfilling
its responsibility to the shareholders, potential shareholders, and investment
community relating to corporate accounting, reporting practices of the Company,
and the quality and integrity of the financial reports of the Company. In so
doing, it is the responsibility of the Audit Committee to appoint the
independent auditors for the Company and to maintain free and open means of
communication between the directors, the independent auditors, the internal
auditors, and the financial management of the Company.
The responsibilities of the Audit Committee are governed by the
Company's Audit Committee Charter which was adopted by the Company's Board of
Directors. Its members are Louise F. Brown, Nancy F. Humphreys, Gordon C.
Johnson, DVM, Holly J. Nelson and Michael A. Varet. The Audit Committee met nine
(9) times during the year 2002. As of the date of this Proxy Statement, each of
the members of the Audit Committee is an "independent director" in accordance
with the listing standards of the American Stock Exchange.
8
FEES
----
During 2002, each director received an annual retainer of $2,000. In
addition, directors received $500 for each Board of Directors meeting attended
and $200 for each committee meeting attended. Director Perotti received no
additional compensation for his service as director or member of any board
committee during 2002. During 2001, the Board of Directors and Shareholders
approved a Directors Stock Retainer Plan which, beginning in 2002, provides each
non-employee director with up to 120 shares of restricted common stock as a
component of their compensation. The Plan is described in more detail on page 13
of this Proxy.
DIRECTOR ATTENDANCE
--------------------
During 2002 no director attended fewer than 75% of the aggregate of (1)
the total number of meetings of the Company's Board of Directors which he/she
was entitled to attend, and (2) the total number of meetings held by all
committees of the Company's Board of Directors on which he/she served.
COMPENSATION COMMITTEE REPORT
-------------------------------
In the fourth quarter of 2002, a Compensation Committee was established
consisting solely of outside Directors. The full Board of Directors of the
Company review and approve this Committee's recommendations.
The goal of this Committee is to more closely align performance with
compensation. Recognizing that recruiting, retaining and rewarding top talent is
essential to the ultimate success of the Institution, the Committee is working
on designing an incentive program that incorporates bank wide, departmental and
individual goals and objectives.
A rigorous budget process setting clearly defined targets for bank wide
performance and return for shareholder equity was the first task of the
Committee. In addition, goals were established for 2003 for company wide,
departmental and individual performance with methodology pre-determined for base
salary increases and annual incentives in the form of a cash bonus (short term
incentives). Developing appropriate long term incentives for key executive
officers is the task before the Committee for 2003.
In 2002, the Company retained a compensation consulting firm to: aid in
the architecture of this plan; to help establish clearly defined goals; to
perform peer group analysis on different forms of compensation to ensure that
Salisbury Bank remains competitive; and, to make clear to the Committee the
myriad of long term incentives that are available in our peer group market
place.
In establishing levels of remuneration, the compensation committee
takes into consideration an individual's performance, level of expertise,
responsibilities, length of service to the Company and comparable levels of
remuneration paid to executives of other companies of comparable size and
development within the industry. The individual interested executive does not
participate in the review, discussion or decisions of the compensation committee
regarding this remuneration.
Salisbury Bancorp, Inc. Compensation Committee
Nancy F. Humphreys
Gordon C. Johnson, DVM
Holly J. Nelson
Walter C. Shannon, Jr.
9
The following Report of the Company's Audit Committee is provided in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "SEC"). Pursuant to such rules and regulations, this report
shall not be deemed "soliciting material," filed with the SEC, subject to
Regulation 14A and 14C of the SEC or subject to the liabilities of Section 18 of
the Securities Exchange Act of 1934.
AUDIT COMMITTEE REPORT
----------------------
The Audit Committee has reviewed and discussed the Company's audited
financial statements for the fiscal year ended December 31, 2002 with
management. The Audit Committee has also reviewed and discussed with Shatswell,
MacLeod & Company, P.C. ("Shatswell"), the Company's independent auditors, the
matters required to be discussed by SAS 61.
The Audit Committee has received the written disclosures and the letter
from Shatswell required by Independent Standards Board Standard No. 1, and has
discussed Shatswell's independence with respect to the Company with Shatswell.
Based on the review and discussions referred to in this Audit Committee
Report, the Audit Committee recommended to the Board of Directors that the
audited financial statements be included in the Company's Annual Report on Form
10-K for the year ended December 31, 2002 for filing with the SEC.
Salisbury Bancorp, Inc. Audit Committee
Gordon C. Johnson, DVM
Louise F. Brown
Nancy F. Humphreys
Holly J. Nelson
Michael A. Varet
CERTAIN BUSINESS RELATIONSHIPS
------------------------------
The Company and the Bank have had, and expect to have in the future,
transactions in the ordinary course of business with directors, officers,
principle shareholders and their associates on substantially the same terms as
those available for comparable transactions with others.
John R. H. Blum is Chairman of the Board of Directors and an attorney
engaged in the private practice of law. The Company has engaged Mr. Blum in past
years and even though his services were not used in 2002, the Company may engage
his services in 2003 in connection with certain legal matters.
Louise F. Brown is a director of the Company and a partner in the law
firm of Ackerly Brown, LLP. The Company has engaged Ms. Brown in past years but
her services were not used in 2002.
Walter C. Shannon, Jr. is a director of the Company and President
Emeritus of Wagner McNeil, Inc. which serves as the insurance agent for many of
the Company's insurance needs.
10
INDEBTEDNESS OF MANAGEMENT AND OTHERS
-------------------------------------
Some of the directors and executive officers of the Company and the
Bank, as well as firms and companies with which they are associated, are or have
been customers of the Bank and as such have had banking transactions with the
Bank. As a matter of policy, loans to directors and executive officers are made
in the ordinary course of business on substantially the same terms, including
interest rates, collateral and repayment terms, as those prevailing at the time
for comparable transactions with other persons and do not involve more than the
normal risk of collectibility or present other unfavorable features.
Since January 1, 2002, the highest aggregate outstanding principal
amount of all loans extended by the Bank to its directors, executive officers
and all associates of such persons as a group was $1,345,868 representing an
aggregate principal amount equal to 4.96% of the equity capital accounts of the
Bank.
EXECUTIVE COMPENSATION OF PRINCIPAL OFFICERS
The following table provides certain information regarding the
compensation paid to certain executive officers of the Company and the Bank for
services rendered in all capacities during the fiscal years ended December 31,
2002, 2001, and 2000. No other current executive officer of the Company or the
Bank received cash compensation in excess of $100,000 during the year ended
December 31, 2002. All compensation expense was paid by the Bank.
SUMMARY COMPENSATION TABLE
Annual
Name and Principal Compensation All Other
Position Year Salary($) Bonus($) Compensation($)
John F. Perotti 2002 $187,816 $32,092 $4,000 (4)
President and 2001 179,920 25,949 3,400 (3)
Chief Executive Officer 2000 172,992 38,515 3,400 (2)
of the Company and the Bank
Richard J. Cantele, Jr. 2002 $109,434 $18,332 $2,553 (4)
Secretary of the Company 2001 93,652 17,063 2,145 (3)
Executive Vice President, Treasurer 2000 87,504 17,700 2,145 (2)
and Chief Operating Officer of the Bank
Todd M. Clinton 2002 $ 84,762 $17,392 $2,041 (4)
Sr. Vice President, Compliance 2001 73,150 12,379 1,713 (3)
& Operations Officer of the Bank 2000 71,760 12,466 1,685 (2)
Diane E. R. Johnstone 2002 $109,321 $16,690 $2,522 (4)
Sr. Vice President & Trust Officer 2001 81,530 9,900 1,832 (3)
of the Bank 2000 75,000 10,281 1,706 (2)
William C. Lambert (5) 2002 $110,522 $2,200 (4)
Vice President & Trust Officer 2001 29,159
of the Bank 2000
(1) Compensation above does not include accrual of benefits under the Bank's defined pension plan or supplemental retirement
arrangements described below.
(2) The Bank's matching contribution to the 401(k) plan for 2000.
(3) The Bank's matching contribution to the 401(k) plan for 2001.
(4) The Bank's matching contribution to the 401(k) plan for 2002.
(5) William C. Lambert was hired on September 17, 2001.
11
INSURANCE
---------
In addition to the cash compensation paid to the executive officers of
the Company and the Bank, the executive officers receive group life, health,
hospitalization and medical insurance coverage. However, these plans do not
discriminate in scope, term, or operation, in favor of officers or directors of
the Company and the Bank and are available generally to all full-time employees.
PENSION PLAN
------------
The Bank maintains a non-contributory defined pension plan for officers
and other salaried employees of the Bank who become participants after attaining
age 21 and completing one (1) year of service.
PENSION PLAN TABLE
======================================================================================================================
ESTIMATED ANNUAL RETIREMENT BENEFIT WITH
YEARS OF SERVICE AT RETIREMENT
======================================================================================================================
AVERAGE BASE
SALARY AT 15 20 25 30 35
RETIREMENT
----------------------------------------------------------------------------------------------------------------------
$ 75,000 $18,654 $24,871 $31,089 $32,964 $ 34,839
----------------------------------------------------------------------------------------------------------------------
$100,000 $26,154 $34,871 $43,589 $46,089 $ 48,589
----------------------------------------------------------------------------------------------------------------------
$125,000 $33,654 $44,871 $56,089 $59,214 $ 62,339
----------------------------------------------------------------------------------------------------------------------
$150,000 $41,154 $54,871 $68,589 $72,339 $ 76,089
----------------------------------------------------------------------------------------------------------------------
$175,000 $48,654 $64,871 $81,089 $85,464 $ 89,839
----------------------------------------------------------------------------------------------------------------------
$200,000 $56,154 $74,871 $93,589 $98,589 $103,589
----------------------------------------------------------------------------------------------------------------------
Pension benefits are based upon average salary (determined as of each
January 1st) during the highest five (5) consecutive years of services prior to
attaining normal retirement age. The amount of the annual benefit is 2% of
Average Salary offset by .65% of Social Security wage base as provided under the
1994 Act per year of service (to a maximum of 25 years) plus one-half of 1% of
Average Salary for each year of service over 25 years (to a maximum of ten
years). This benefit formula may be modified to conform with changes in the
pension laws.
The present average salary (using last five years of salary only) and
years of service to date of Messrs. Perotti, Cantele, Clinton and Ms. Johnstone
are: Mr. Perotti: $190,900 with; 30 years of service; Mr. Cantele: $100,642
with; 21 years of service; Mr. Clinton: $81,550 with; 16 years of service; and
Ms. Johnstone: $85,385 with; 15 years of service. The above table shows
estimated annual retirement benefits payable at normal retirement date as a
straight life annuity for various average salary and service categories. The
offset of social security was included in the table based on a participant being
65 years of age in 2002.
SUPPLEMENTAL RETIREMENT ARRANGEMENT
-----------------------------------
In 1994, the Bank entered into a supplemental retirement arrangement
(the "Supplemental Retirement Agreement") with John F. Perotti. Following
disability or retirement at the earlier of the age of 65, or after thirty (30)
years of service to the Bank, Mr. Perotti will receive monthly payments of
$1,250 (adjusted annually to reflect the lesser of a five percent (5%) increase
or "The Monthly Consumer Price Index for All Urban Consumers, United States City
Average, All Items" published by the Bureau of Labor Statistics) for a period of
ten (10) years. These payments are in addition to any payments under the Bank's
retirement plan. The Supplemental Retirement Agreement includes provisions which
would prevent Mr. Perotti from working for a competitor in the proximity of the
Bank.
12
DIRECTORS STOCK RETAINER PLAN
-----------------------------
The shareholders of the Company voted to approve the "Directors Stock
Retainer Plan of Salisbury Bancorp, Inc." (the "Plan") at the 2001 Annual
Meeting of Shareholders. The Plan provides non-employee directors of the Company
with shares of restricted stock of the Company as a component of their
compensation for services as non-employee directors. The maximum number of
shares of stock that may be issued pursuant to the Plan shall not exceed 15,000.
The first grant date under the plan was April 26, 2002. The "annual stock
retainer" consisted of 120 shares of restricted common stock for each
non-employee director who served for twelve months and a prorated number of
shares to reflect the number of months served for any new non-employee director.
The total number of restricted shares issued was 880. The next grant date under
this plan will immediately precede the 2003 Annual Meeting of Shareholders.
CHANGE IN CONTROL AGREEMENTS
----------------------------
The Bank entered into change in control agreements in 2001 with the
following Executive Officers of the Bank: John F. Perotti, Richard J. Cantele,
Jr., John F. Foley, Todd M. Clinton and Diane E. R. Johnstone. The agreements
provide that if following a "change-in-control" of the Company or Bank, an
Executive Officer is terminated under certain defined circumstances, or is
reassigned, within a period of twelve (12) months following the change in
control, such Executive Officer will be entitled to a lump sum payment equal to
his or her annual compensation based upon the most recent aggregate base salary
paid to the Executive Officer in the twelve (12) month period immediately
preceding the date of change in control. In no event shall such payments be made
in an amount which would cause them to be deemed non-deductible to the Bank by
reason of the operation of Section 280G of the Internal Revenue Code.
401(K) PLAN
-----------
The Bank offers a 401(k) profit sharing plan. This plan began in the
year 2000. Each Plan Year, the Bank will announce the amount of the matching
contributions, if any. The amount of the matching contributions is directly
related to the employees' 401(k) salary deferral contribution. For the Plan Year
that began January 1, 2002, all eligible participants received a matching
contribution equal to fifty percent (50%) of their 401(k) salary deferral
contribution to the Plan; however, it is limited to two percent (2%) of the plan
compensation not to exceed $4,000. The Plan expense was $45,809 for 2002.
STOCK PRICE PERFORMANCE GRAPH
-----------------------------
Set forth below are a line graph with an explanatory table comparing
the yearly percentage change in the cumulative total shareholder return on the
Company's Common Stock, based on the market price of the Company's Common Stock
and assuming reinvestment of dividends, with the total return of the AMEX Major
Market Index and the SNL Bank Index for Banks with total assets more than $250
million and less than $500 million. The calculation of total cumulative return
assumes a $100 investment in the Company's Common Stock and each of the other
indices on December 31, 1997.
13
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
AMONG SALISBURY BANCORP, INC., THE AMEX MAJOR MARKET INDEX
AND THE SNL $250M-$500M BANK INDEX
[TOTAL RETURN PERFORMANCE GRAPH APPEARS HERE]
PERIOD ENDING
-------------------------------------------------------------------------
INDEX 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01 12/31/02
--------------------------------------------------------------------------------------------------------------------
Salisbury Bancorp, Inc. 100.00 157.60 149.66 149.12 189.89 241.09
AMEX Major Market Index 100.00 120.32 144.04 135.75 132.29 116.37
SNL $250M-$500M Bank Index 100.00 89.55 83.31 80.22 113.97 146.96
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers, directors and persons who own more
than ten percent (10%) of the Company's Common Stock, to file with the
Securities and Exchange Commission (the "SEC") reports of ownership and changes
in ownership of the Company's Common Stock. Executive officers, directors and
any shareholders owning greater than ten percent (10%) of the Company's Common
Stock are required by the SEC's regulations to furnish the Company with copies
of all such reports that they file.
Based solely on a review of copies of reports filed with the SEC since
January 1, 2002 and of written representations by certain executive officers and
directors, all persons subject to the reporting requirements of Section 16(a)
are believed by management to have filed the required reports on a timely basis.
14
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO ELECT THE THREE
(3) NOMINEES TO THE BOARD OF DIRECTORS FOR A TERM OF THREE (3) YEARS. DIRECTORS
ARE ELECTED BY A PLURALITY OF THE VOTES CAST BY THE SHARES ENTITLED TO VOTE AT
THE MEETING. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS
SHAREHOLDERS SPECIFY A CONTRARY CHOICE ON THE PROXY CARD.
PROPOSAL II
RATIFICATION OF THE APPOINTMENT
OF INDEPENDENT AUDITORS
Shareholders are asked to consider and ratify the appointment of
Shatswell, MacLeod & Company, P.C. as independent auditors to audit the
consolidated financial statements of the Company for the fiscal year ending
December 31, 2003. Shatswell, MacLeod & Company, P.C. has served as the
accountants for the Company for the fiscal year ended December 31, 2002.
Representatives of the firm Shatswell, MacLeod & Company, P.C. are not expected
to attend the Annual Meeting. However, should a representative of Shatswell,
MacLeod & Company, P.C. attend the meeting, they will be provided an opportunity
to make a statement if they desire to do so and would be available to respond to
appropriate questions.
1. AUDIT FEES
----------
The aggregate fees billed for professional services rendered for the
audit of the Company's annual financial statements for the most recent fiscal
year and the reviews of the financial statements included in the Company's Form
10-QSB for the fiscal year ended December 31, 2002 were $75,860.
2. FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
------------------------------------------------------------
The aggregate fees billed for the professional services described in
Paragraph (c) (4) (ii) of Rule 2-01 of Regulation S-X rendered by Shatswell,
MacLeod & Company, P.C. for the fiscal year ended December 31, 2002 were $-0-.
3. ALL OTHER FEES
--------------
The aggregate fees billed for services rendered by Shatswell, MacLeod &
Company, P.C., other than the services covered above, for the fiscal year ended
December 31, 2002 were $18,772.
INDEPENDENCE
------------
The Audit Committee of the Board of Directors of the Company has
considered and determined that the provision of services rendered by Shatswell,
MacLeod & Company, P.C. relating to matters 2 and 3 above, is compatible with
maintaining the independence of such accountants.
15
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF
PROPOSAL (II). PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED
UNLESS SHAREHOLDERS SPECIFY A CONTRARY CHOICE ON THE PROXY CARD. THE
PROPOSAL TO RATIFY THE APPOINTMENT OF SHATSWELL, MACLEOD & COMPANY, P.C.
WILL BE APPROVED IF THE AFFIRMATIVE VOTES CAST EXCEED THE VOTES CAST OPPOSING
THE PROPOSAL.
PROPOSAL III
OTHER BUSINESS
The Company is not aware of any business to be acted upon at the Annual
Meeting other than that which is discussed in this Proxy Statement. In the event
that any other business requiring a vote of the Shareholders is properly
presented at the meeting, the holders of the proxies will vote your shares in
accordance with their best judgment and the recommendations of a majority of the
Board of Directors.
You are encouraged to exercise your right to vote by marking the
appropriate boxes and dating and signing the enclosed proxy card. The proxy card
may be returned in the enclosed envelope, postage-prepaid if mailed in the
United States. In the event that you are later able to attend the Annual
Meeting, you may revoke your proxy and vote your shares in person. A prompt
response will be helpful and your cooperation is appreciated.
A copy of the 2002 Annual Report to Shareholders, which includes the
consolidated financial statements of the Company for the year ended December 31,
2002, is being mailed with this proxy statement to all shareholders entitled to
vote at the Annual Meeting.
SHAREHOLDER PROPOSALS
Any proposal which a Company shareholder wishes to have included in the
Company's Proxy Statement and form of Proxy relating to the Company's 2004
Annual Meeting of Shareholders under Rule 14a-8 of the SEC must be received by
the Company's Secretary at 5 Bissell Street, Lakeville, CT 06039 by November 29,
2003. Nothing in this paragraph shall be deemed to require the Company to
include in its Proxy Statement and form of Proxy for such meeting any
shareholder proposal which does not meet the requirements of the SEC in effect
at the time. In addition, under the Company's Bylaws, shareholders who wish to
nominate a director or bring other business before an annual meeting must comply
with the following:
o You must be a shareholder of record and must have given timely notice
in writing to the Secretary of the Company.
o Your notice must contain specific information required in the Company's
Bylaws.
16
SHAREHOLDER INFORMATION
The Company's Annual Report on Form 10-K for the year ended December
31, 2002 is filed with the SEC and may be obtained without charge by any
shareholder upon written request to:
John F. Foley, Chief Financial Officer
Salisbury Bancorp, Inc.
P. O. Box 1868
Lakeville, Connecticut 06039-1868
The Company's 2002 Annual Report accompanies this document and is not
incorporated by reference.
By Order of the Board of Directors
----------------------------------
Richard J. Cantele, Jr.
Secretary
Lakeville, Connecticut
March 28, 2003
17
February 28, 2003
SALISBURY BANCORP, INC.
AUDIT COMMITTEE CHARTER
ORGANIZATION
There shall be a committee of the Board of Directors of Salisbury Bancorp, Inc.
(the "Corporation") to be known as the Audit Committee. Such Committee shall
serve as the Audit Committee for the Corporation and its subsidiaries. The Audit
Committee shall be composed of at least three (3) directors. All Audit Committee
members must be "independent directors" within the meaning of the Listing
Standards and Rules of the American Stock Exchange ("Amex Rules") and Item
7(d)(3)(iv) of Schedule 14A, 17 C.F.R. 240.101.
All members of the Audit Committee must be financially literate at the time of
their appointments and at least one member of the audit committee shall have
employment experience in finance or accounting, requisite professional
certification in accounting, or other comparable experience or background,
including current or past service as a chief executive, chief financial or other
senior officer with financial oversight responsibilities. A member of the Audit
Committee may not other than in his or her capacity as a member of the Audit
Committee, the Board of Directors, or any other Board committee accept any
consulting, advisory, or other compensatory fee from the Corporation. Members of
the Audit Committee are also prohibited from being an affiliated person of the
Corporation or any of its subsidiaries.
STATEMENT OF POLICY
The Audit Committee shall provide assistance to the Board of Directors in
fulfilling its responsibility to the shareholders, potential shareholders, and
investment community relating to corporate accounting, reporting practices of
the Corporation, and the quality and integrity of the financial reports of the
Corporation. In so doing, it is the responsibility of the Audit Committee to
maintain free and open means of communication between the directors, the
independent auditors, the internal auditors, and the financial management of the
Corporation.
RESPONSIBILITIES
In carrying out its responsibilities, the Audit Committee believes its policies
and procedures should remain flexible, in order to best react to changing
conditions and to ensure to the directors and shareholders that the corporate
accounting and reporting practices of the Corporation are in accordance with all
requirements and are of the highest quality.
The Audit Committee in its capacity as a committee of the Board of Directors
shall be directly responsible for the appointment, compensation and oversight of
the work of any registered public accounting firm employed by the Company
(including resolution of disagreements between management and the auditor
regarding financial reporting) for the purpose of preparing or issuing an audit
report or related work, and each such accounting firm shall report directly to
the Audit Committee.
The Audit Committee is responsible for ensuring its receipt from the outside
auditor of a formal written statement detailing all relationships between the
auditor and the Corporation and its subsidiaries and affiliates consistent with
Independence Standards Board Standard Number 1, Independence Discussions with
Audit Committees (January 1999).
18
The Audit Committee shall be responsible for actively engaging in a dialogue
with respect to any disclosed relationships or services that may impact the
objectivity and independence of the auditor and for taking or recommending that
the full board take appropriate action to oversee the independence of the
outside auditor.
The Audit Committee shall meet with the independent auditors and financial
management of the Corporation to review the scope of the proposed audit for the
current year and the audit procedures to be utilized, and at the conclusion
thereof review such audit, including any comments or recommendations of the
independent auditors.
The Audit Committee shall review with the independent auditors, the
Corporation's internal auditor(s), and financial and accounting personnel, the
adequacy and effectiveness of the accounting and financial controls of the
Corporation, and elicit any recommendations for the improvement of such internal
control procedures or particular areas where new or more detailed controls or
procedures are desirable. Particular emphasis should be given to the adequacy of
such internal controls to expose any payments, transactions, or procedures that
might be deemed illegal or otherwise improper. Further, the Committee
periodically should review company policy statements to determine their
adherence to the code of conduct.
The Audit Committee shall review the internal audit function of the Corporation
including the independence and authority of its reporting obligations, the
proposed audit plans for the coming year, and the coordination of such plans
with the independent auditors.
The Audit Committee shall review summaries of findings from completed internal
audits and progress reports on the proposed internal audit plan, with
explanations for any deviations from the original plan.
The Audit Committee shall review the financial statements contained in the
annual report to shareholders with management and the independent auditors to
determine that the independent auditors are satisfied with the disclosure and
content of the financial statements to be presented to the shareholders.
The Audit Committee shall review and discuss with management and the independent
auditors any changes in accounting principles.
The Audit Committee shall provide sufficient opportunity for the internal and
independent auditors to meet with the members of the audit committee without
members of management present. Among the items to be discussed in these meetings
are the independent auditors' evaluation of the Corporation's financial,
accounting, and auditing personnel, and the cooperation that the independent
auditors received during the course of the audit.
All auditing services and non-audit services, other than those which are subject
to the DE MINIMUS exception of the applicable rules of the Securities and
Exchange Commission, which an auditor provides to the Corporation shall be
authorized and pre-approved in advance by the Audit Committee. The Audit
Committee must document all non-audit services performed by the auditor which
the Audit Committee pre-approves. The Audit Committee may delegate to one or
more of its members the authority to grant such required pre-approvals. The
decisions of any member to whom authority is delegated to pre-approve an
activity requiring pre-approval shall be presented to the full Audit Committee
at each of its meetings.
The Audit Committee shall review accounting and financial human resources and
succession planning within the Corporation.
19
The Audit Committee shall submit the minutes of all meetings of the audit
committee to, or discuss the matters discussed at each committee meeting with,
the Board of Directors.
The Audit Committee shall investigate any matter brought to its attention within
the scope of its duties, with the power to engage independent counsel and other
advisors as it determines necessary to carry out is duties.
The Audit Committee shall determine the appropriate funding to be provided by
the Corporation for payment of compensation to the registered public accounting
firm employed by the Corporation for purposes of rendering an audit report and
to any advisors employed by the Audit Committee.
The Audit Committee shall have the authority and funding to engage independent
counsel and any other advisors as the Audit Committee may determine to be
necessary to carry out its duties and responsibilities.
The Audit Committee shall receive, and act upon as appropriate, the disclosures
made by the Chief Executive Officer and the Chief Financial Officer concerning
internal controls and fraud required by Rule 13a-14 of the Securities Exchange
Act of 1934, as amended.
REPORTS OF THE AUDIT COMMITTEE
The Audit Committee shall prepare a report suitable for appropriate disclosure
as may be required in the Corporation's annual meeting proxy statement
concerning the Audit Committee's review of the Corporation's financial
statements and disclosing whether the Audit Committee recommended to the Board
of Directors that the audited financial statements be included in the
Corporation's annual report and addressing such other issues as may be required
by the Amex Rules or the Securities Exchange Act of 1934, as amended, or the
regulations of the Regulations of the Securities Exchange Commission promulgated
pursuant thereto.
In addition, the Audit Committee shall report to the Board of Directors which
will make appropriate disclosures regarding whether each member of the Audit
Committee is an independent director within the meaning of the Amex Rules,
whether each member is financially literate.
ANNUAL REVIEW AND APPROPRIATE DISCLOSURE BY THE BOARD OF DIRECTORS OF THE
CHARTER OF THE AUDIT COMMITTEE
The Board of Directors will review the charter of the Audit Committee on an
annual basis and will cause the Corporation to make appropriate disclosure of
and regarding same in accordance with applicable law.
WHISTLE-BLOWER PROCEDURES
The Audit Committee shall establish procedures for the receipt, retention, and
treatment of complaints received by the Corporation regarding accounting,
internal accounting controls, or auditing matters; and the confidential
anonymous submission by employees of the Corporation of concerns regarding
questionable accounting or auditing matters.
20
REVOCABLE PROXY
Salisbury Bancorp, Inc.
PLEASE MARK VOTES
AS IN THIS EXAMPLE
this proxy is solicited on behalf of
the Board of directors of salisbury bancorp, inc.
The undersigned holder(s) of the Common Stock of Salisbury Bancorp, Inc.
(the "Company") do hereby nominate, constitute and appoint Louise F. Brown and
Nancy F. Humphreys, jointly and severally, proxies with full power of
substitution, for us and in our name, place and stead to vote all the Common
Stock of the Company, standing in our name on its books on March 7, 2003 at the
Annual Meeting of its Shareholders to be held at the Main Office of the Company,
5 Bissell Street, Lakeville, Connecticut on Saturday, April 26, 2003 at 10:00
a.m. or at any adjournment thereof with all the power the undersigned would
possess if personally present, as follows:
With- For All
For hold Except*
(1) Elect the following persons (Gordon C. Johnson, DVM, Holly J. Nelson, and
Walter C. Shannon, Jr. for three (3) year terms) to serve as directors of the
company who along with five directors whose terms do not expire at
this meeting (the"continuing directors") shall constitute the Board of
Directors of the Company.
*INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"For All Except" and write that nominee's name in the space provided below.
For Against Abstain
(2) Ratification of the Appointment of Independent Auditors: Proposal to ratify
the appointment of the mindependent public accounting firm of Shatswell,
MacLeod & Company, P.C. as the independent auditors of the Company for the
fiscal year ending December 31, 2003.
(3) other Business: To conduct whatever other business may properly be brought
before the meeting or any adjournment thereof. Management at present knows of
no other business to be presented by or on behalf of the Company or its
Management at the meeting. In the event that any other business requiring a
vote of the Shareholders is properly presented at the meeting, the holders of
the proxies will vote your shares in accordance with their best judgment and
the recommendations of a majority of the Board of Directors.
PLEASE CHECK BOX IF YOU PLAN TO
ATTEND THE MEETING.
Please be sure to sign and date
this Proxy in the box below.
Stockholder sign above
Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
Salisbury Bancorp, Inc.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS (1) AND (2).
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATION INDICATED. IF NO
SPECIFICATION IS INDICATED, THIS PROXY WILL BE VOTED "FOR" PROPOSALS (1) AND
(2).
All joint owners must sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title. If more than one trustee, all must
sign. This proxy may be revoked at any time prior to the meeting by written
notice to the company or may be withdrawn and you may vote in person should you
attend the annual meeting.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
If your address has changed, please correct the address in the space provided
below and return this portion with the proxy in the envelope provided.