Check
the appropriate box:
|
|
£
|
Preliminary
Proxy Statement
|
£
|
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
þ
|
Definitive
Proxy Statement
|
£
|
Definitive
Additional Materials
|
£
|
Soliciting
Material Pursuant to § 240.14a-12
|
Beneficial
Mutual Bancorp, Inc.
|
(Name
of Registrant as Specified In Its Charter)
|
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
|
Payment
of Filing Fee (Check the appropriate box):
|
||
þ
|
No
fee required.
|
|
£
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
|
(1)
|
Title
of each class of securities to which transaction
applies:
|
|
N/A
|
||
(2)
|
Aggregate
number of securities to which transactions applies:
|
|
N/A
|
||
(3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
|
|
N/A
|
||
(4)
|
Proposed
maximum aggregate value of transaction:
|
|
N/A
|
||
(5)
|
Total
fee paid:
|
|
N/A
|
||
£
|
Fee
paid previously with preliminary materials.
|
|
£
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
|
|
(1)
|
Amount
Previously Paid:
|
|
N/A
|
||
(2)
|
Form,
Schedule or Registration Statement No.:
|
|
N/A
|
||
(3)
|
Filing
Party:
|
|
N/A
|
||
(4)
|
Date
Filed:
|
|
N/A
|
Sincerely,
|
|
/s/ Gerard P. Cuddy | |
Gerard
P. Cuddy
|
|
President
and Chief Executive
Officer
|
NOTICE
OF 2009 ANNUAL MEETING OF STOCKHOLDERS
|
||
TIME
AND DATE
|
9:30
a.m., local time, on Wednesday, May 20, 2009
|
||
PLACE
|
The
Down Town Club
|
||
Public
Ledger Building
|
|||
150
South Independence Mall West
|
|||
Philadelphia,
Pennsylvania
|
|||
ITEMS
OF BUSINESS
|
(1)
|
To
elect three directors to serve for a term of three
years;
|
|
(2)
|
To
ratify Deloitte & Touche LLP as our independent registered public
accounting firm for the fiscal year ending December 31, 2009;
and
|
||
(3)
|
To
transact such other business as may properly come before the meeting and
any adjournment or postponement thereof.
|
||
RECORD
DATE
|
To
vote, you must have been a stockholder at the close of business on April
3, 2009.
|
||
PROXY
VOTING
|
It
is important that your shares be represented and voted at the meeting. You
can vote your shares via the Internet, by telephone or by completing and
returning the proxy card or voting instruction card sent to you. You can
revoke a proxy at any time before its exercise at the meeting by following
the instructions in the proxy statement.
|
||
By
Order of the Board of Directors,
|
|||
/s/
Thomas
M. Topley
|
|||
Thomas
M. Topley
|
|||
Corporate
Secretary
|
BENEFICIAL
MUTUAL BANCORP, INC.
|
||
PROXY
STATEMENT
|
||
GENERAL
INFORMATION
|
●
|
Directly
in your name as the stockholder of record; or
|
|
●
|
Indirectly
through a broker, bank or other holder of record in “street
name.”
|
●
|
FOR
each of the nominees for director; and
|
|
●
|
FOR
the ratification of the appointment of Deloitte & Touche LLP as the
Company’s independent registered public accounting
firm.
|
Director
|
Audit
Committee
|
Compensation
Committee
|
Corporate
Governance
Committee
|
|||||||
Edward
G. Boehne
|
X
|
X
|
||||||||
Gerard
P. Cuddy
|
||||||||||
Frank
A. Farnesi
|
X
|
*
|
X
|
*
|
||||||
Elizabeth
H. Gemmill
|
X
|
X
|
*
|
|||||||
Thomas
F. Hayes
|
X
|
X
|
||||||||
Charles
Kahn, Jr.
|
X
|
|||||||||
Thomas
J. Lewis
|
X
|
X
|
||||||||
Joseph
J. McLaughlin
|
X
|
|
X
|
|||||||
Michael
J. Morris
|
X
|
|||||||||
George
W. Nise
|
||||||||||
Donald
F. O’Neill
|
X
|
X
|
||||||||
Craig
W. Yates
|
X
|
X
|
||||||||
Roy
D. Yates
|
X
|
X
|
||||||||
Number
of Meetings in 2008
|
10
|
6
|
2
|
*
Denotes Chairperson
|
●
|
Contributions
to the range of talent, skill and expertise of the
Board;
|
|
●
|
Financial,
regulatory and business experience, knowledge of the banking and financial
service industries, familiarity with the operations of public companies
and ability to read and understand financial
statements;
|
|
●
|
Familiarity
with the Company’s market area and participation in and ties to local
businesses and local civic, charitable and religious
organizations;
|
|
●
|
Personal
and professional integrity, honesty and reputation;
|
|
●
|
The
ability to represent the best interests of the stockholders of the Company
and the best interests of the institution;
|
|
●
|
The
ability to devote sufficient time and energy to the performance of his or
her duties;
|
|
●
|
Independence
under applicable Securities and Exchange Commission and listing
definitions; and
|
|
●
|
Current
equity holdings in the
Company.
|
1.
|
The
name of the person recommended as a director candidate;
|
|
2.
|
All
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors pursuant to Regulation
14A under the Securities Exchange Act of 1934;
|
|
3.
|
The
written consent of the person being recommended as a director candidate to
being named in the proxy statement as a nominee and to serving as a
director if elected;
|
|
4.
|
As
to the stockholder making the recommendation, the name and address of such
stockholder as they appear on the Company’s books; provided, however, that
if the stockholder is not a registered holder of the Company’s common
stock, the stockholder should submit his or her name and address along
with a current written statement from the record holder of the shares that
reflects ownership of the Company’s common stock; and
|
|
5.
|
A
statement disclosing whether such stockholder is acting with or on behalf
of any other person and, if applicable, the identity of such
person.
|
Name
|
Fees
Paid
in Cash
($)
|
Stock
Awards
($)(1)
|
Option
Awards
($)(2)
|
All
Other
Compensation ($)(3)
|
Total
($)
|
|||||||||||||||
R. Joseph Barnes
(4)
|
$ | 21,000 | $ | — | $ | — | $ | 743 | $ | 21,743 | ||||||||||
Edward
G. Boehne
|
55,400 | 24,032 | 13,657 | 1,961 | 95,050 | |||||||||||||||
Frank
A. Farnesi
|
65,100 | 24,032 | 13,657 | 2,304 | 105,093 | |||||||||||||||
Elizabeth
H. Gemmill
|
47,700 | 24,032 | 13,657 | 1,688 | 87,077 | |||||||||||||||
Thomas
F. Hayes
|
41,000 | 24,032 | 13,657 | 1,451 | 80,140 | |||||||||||||||
Charles
Kahn, Jr.
|
53,000 | 24,032 | 13,657 | 1,876 | 92,565 | |||||||||||||||
Thomas
J. Lewis
|
41,000 | 24,032 | 13,657 | 1,451 | 80,140 | |||||||||||||||
Joseph
J. McLaughlin
|
49,200 | 24,032 | 13,657 | 1,741 | 88,630 | |||||||||||||||
Michael
J. Morris
|
53,200 | 24,032 | 13,657 | 1,883 | 92,772 | |||||||||||||||
George
W. Nise
|
45,100 | 33,644 | 13,657 | 1,596 | 93,997 | |||||||||||||||
Donald
F. O’Neill
|
43,400 | 24,032 | 13,657 | 1,536 | 82,625 | |||||||||||||||
Craig
W. Yates
|
52,200 | 24,032 | 13,657 | 1,847 | 91,736 | |||||||||||||||
Roy
D. Yates
|
47,300 | 24,032 | 13,657 | 1,674 | 86,663 |
(1)
|
Reflects
the compensation expense recognized for financial statement reporting
purposes in accordance with SFAS 123(R) on outstanding restricted stock
awards for each director based upon the Company’s stock price of $11.86 as
of the date of grant. When shares become vested and are distributed from
the trust in which they are held, the recipient will also receive an
amount equal to accumulated cash and stock dividends (if any) paid with
respect thereto, plus earnings thereon. At December 31, 2008, the
aggregate number of unvested restricted stock award shares held in trust
was 35,000 for Mr. Nise and 25,000 for each of the other named
directors.
|
(2)
|
Reflects
the compensation expense recognized for financial statement reporting
purposes in accordance with SFAS 123(R) on outstanding stock option awards
for each of the non-employee directors, based upon a fair value of $3.37
for each option using the Black-Scholes option pricing model. For
information on the assumptions used to compute fair value, see Note 18 to
the Notes to the Financial Statements included in the Company’s Annual
Report to Stockholders for the year ended December 31, 2008. The actual
value, if any, realized by a director from any option will depend on the
extent to which the market value of the common stock exceeds the exercise
price of the option on the date the option is exercised. Accordingly,
there is no assurance that the value realized by a director will be at or
near the value estimated above. The aggregate outstanding stock options at
December 31, 2008 was 50,000 for each of the named
directors.
|
(3)
|
These
amounts represent the Philadelphia city wage tax that the directors
incurred in connection with their Board and committee fees. The Company
reimbursed the directors for the wage tax.
|
(4)
|
Retired
from the Board of Directors effective January 17, 2008 and served as
Director Emeritus until his death on March 30,
2009.
|
Annual
Retainer
|
$
|
20,000
|
||
Fee
per Board Meeting
|
1,000
|
|||
Annual
Committee Chair Retainer:
|
||||
Audit
Committee
|
8,000
|
|||
Executive,
Compensation and Corporate Governance Committees
|
4,000
|
|||
Fee
per Committee Meeting
|
1,000
|
2008
|
2007
|
|||||||
Audit Fees (1)
|
$ | 439,155 | $ | 574,550 | ||||
Audit Related Fees
(2)
|
2,000 | 664,165 | ||||||
Tax
Fees
|
— | — |
(1)
|
Includes
professional services rendered for the audit of the Company’s annual
consolidated financial statements and review of consolidated financial
statements included in Quarterly Reports on Form 10-Q, or services
normally provided in connection with statutory and regulatory filings
(i.e.,
attest services required by the Federal Deposit Insurance Corporation
Improvement Act or Section 404 of the Sarbanes-Oxley Act), including
out-of-pocket expenses.
|
|
(2)
|
For
2007, includes $628,175 related to the Company’s minority stock offering
and related securities registration statement and $25,990 in connection
with the filing of a Form 8-K/A relating to the Company’s acquisition of
FMS Financial
Corporation.
|
Name
and Address
|
|
Number
of Shares
Owned
|
Percent
of Common
Stock
Outstanding
|
||||||
Beneficial
Savings Bank MHC
510
Walnut Street
Philadelphia,
Pennsylvania 19106
|
45,792,775 | 55.8 | % |
Name
|
Number
of Shares
Owned
(1)
|
Percent
of
Common
Stock
Outstanding
(2)
|
||||||
Directors:
|
||||||||
Edward
G. Boehne
|
37,500
|
*
|
||||||
Gerard
P. Cuddy
|
137,496
|
*
|
||||||
Frank
A. Farnesi
|
47,500
|
*
|
||||||
Elizabeth
H. Gemmill
|
45,500
|
*
|
||||||
Thomas
F. Hayes
|
32,500
|
*
|
||||||
Charles
Kahn, Jr.
|
57,700
|
(3)
|
*
|
|||||
Thomas
J. Lewis
|
35,500
|
*
|
||||||
Joseph
J. McLaughlin
|
37,500
|
(4)
|
*
|
|||||
Michael
J. Morris
|
67,500
|
(5)
|
*
|
|||||
George
W. Nise
|
88,721
|
(6)
|
*
|
|||||
Donald
F. O’Neill
|
42,500
|
*
|
||||||
Craig
W. Yates
|
2,009,190
|
2.4
|
%
|
|||||
Roy
D. Yates
|
659,484
|
(7)
|
*
|
|||||
Named
Executive Officers Who Are Not Also Directors:
|
||||||||
Joseph
F. Conners
|
74,921
|
*
|
||||||
Andrew
J. Miller
|
70,950
|
*
|
||||||
Robert
J. Bush
|
99,877
|
(8)
|
*
|
|||||
Denise
Kassekert
|
64,721
|
*
|
||||||
All
Executive Officers, Directors and Director Nominees as a Group (17
persons)
|
3,609,060
|
4.4
|
%
|
*
|
Represents
less than 1% of the Company’s outstanding shares.
|
(1)
|
This
column includes the
following:
|
Shares
of Unvested
Restricted
Stock Held
in
Trust Under the
Beneficial
Mutual
Bancorp,
Inc. 2008
Equity
Incentive Plan
|
Shares
Held Under the
Beneficial
Mutual
Savings Bank
Stock-
Based
Deferral Plan
|
Shares
Held or
Allocated
Under the
Beneficial
Mutual
Savings
Bank Employee
Savings
and Stock
Ownership
Plan
|
||||||||||
Mr.
Boehne
|
27,500 | — | — | |||||||||
Mr.
Cuddy
|
115,000 | — | 1,416 | |||||||||
Mr.
Farnesi
|
27,500 | — | — | |||||||||
Ms.
Gemmill
|
27,500 | — | — | |||||||||
Mr.
Hayes
|
27,500 | 5,000 | — | |||||||||
Mr.
Kahn
|
27,500 | — | — | |||||||||
Mr.
Lewis
|
27,500 | — | — | |||||||||
Mr.
McLaughlin
|
27,500 | — | — | |||||||||
Mr.
Morris
|
27,500 | — | — | |||||||||
Mr.
Nise
|
37,500 | 25,000 | 11,221 | |||||||||
Mr.
O’Neill
|
27,500 | — | — | |||||||||
Mr.
C. Yates
|
27,500 | — | — | |||||||||
Mr.
R. Yates
|
27,500 | — | — | |||||||||
Mr.
Conners
|
58,000 | 2,000 | 10,621 | |||||||||
Mr.
Miller
|
58,000 | — | 12,000 | |||||||||
Mr.
Bush
|
58,000 | — | 1,454 | |||||||||
Ms.
Kassekert
|
58,000 | — | 1,221 |
(2)
|
Based
on 82,052,553 shares of Company common stock outstanding and entitled to
vote as of April 3, 2009.
|
(3)
|
Includes
5,200 shares owned by Mr. Kahn’s spouse and 300 shares held by Mr. Kahn’s
spouse as custodian for their grandchild.
|
(4)
|
Includes
5,000 shares owned by Mr. McLaughlin’s spouse.
|
(5)
|
Includes
15,000 shares held by a trust in which Mr. Morris is a
beneficiary.
|
(6)
|
Includes
15,000 shares held by Mr. Nise’s spouse.
|
(7)
|
Includes
75,917 shares held by Mr. Yates’ children and one share held as executor
of the Charles B. Yates estate.
|
(8)
|
Includes
10,423 shares held by Mr. Bush’s
children.
|
●
|
Meeting
the Demands of the Market –
Our goal is to compensate our employees at competitive levels that
position us as the employer of choice among our peers who provide similar
financial services in the markets we
serve.
|
|
●
|
Aligning
with Stockholders – We use equity compensation as an additional
component of our compensation mix to develop a culture of ownership among
our named executive officers and to align their individual financial
interests with the interests of our
stockholders.
|
|
●
|
Performance
– We believe that a significant amount of executive compensation should be
performance-based. Therefore, our compensation program is designed to
reward superior performance and encourage our executive officers to feel
accountable for the Company’s financial performance and their individual
performance. In order to achieve this, we have structured our short-term
cash-based and equity programs to tie an executive’s compensation, in
part, directly to Company and individual
performance.
|
|
●
|
Reflecting
our Business Philosophy – Our approach to compensation reflects our
values and the way we do business in the communities we
serve.
|
Company
Name
|
City
|
State
|
|||
National
Penn Bancshares, Inc.
|
Boyertown
|
PA
|
|||
First
Niagara Financial Group, Inc.
|
Lockport
|
NY
|
|||
NewAlliance
Bancshares, Inc.
|
New
Haven
|
CT
|
|||
F.N.B.
Corporation
|
Hermitage
|
PA
|
|||
Northwest
Bancorp, Inc. (MHC)
|
Warren
|
PA
|
|||
Investors
Bancorp, Inc. (MHC)
|
Short
Hills
|
NJ
|
|||
Provident
Financial Services, Inc.
|
Jersey
City
|
NJ
|
|||
First
Commonwealth Financial Corporation
|
Indiana
|
PA
|
|||
NBT
Bancorp Inc.
|
Norwich
|
NY
|
|||
Community
Bank System, Inc.
|
De
Witt
|
NY
|
|||
S&T
Bancorp, Inc.
|
Indiana
|
PA
|
|||
Harleysville
National Corporation
|
Harleysville
|
PA
|
|||
Dime
Community Bancshares, Inc.
|
Brooklyn
|
NY
|
|||
Flushing
Financial Corporation
|
Lake
Success
|
NY
|
|||
TrustCo
Bank Corp NY
|
Glenville
|
NY
|
|||
Sun
Bancorp, Inc.
|
Vineland
|
NJ
|
|||
WSFS
Financial Corporation
|
Wilmington
|
DE
|
|||
Provident
New York Bancorp
|
Montebello
|
NY
|
|||
Tompkins
Financial Corporation
|
Ithaca
|
NY
|
|||
Lakeland
Bancorp, Inc.
|
Oak
Ridge
|
NJ
|
Name
and Principal Position
|
Year
|
Salary
|
Bonus
|
Stock
Awards
(1)
|
Option
Awards
(2)
|
Non-Equity
Incentive
Plan
Compensation
|
Change
in
Pension
Value
and
Nonqualified
Deferred
Compen-
sation
Earnings
(3)
|
All
Other
Compen-
sation
(4)
|
Total
|
||||||||||||||||||||||||||
Gerard
P. Cuddy
|
2008
|
$ | 475,000 | $ | — | $ | 84,592 | $ | 48,073 | $ | 95,000 | $ | 18,159 | $ | 39,240 | $ | 760,064 | ||||||||||||||||||
President
and Chief Executive
|
2007
|
425,000 | — | — | — | 102,000 | — | 30,938 | 557,938 | ||||||||||||||||||||||||||
Officer
|
2006
|
49,038 |
(5)
|
50,000 | — | — | — | — | — | 99,038 | |||||||||||||||||||||||||
Joseph
F. Conners
|
2008
|
280,800 | 1,000 | 42,296 | 24,037 | 31,590 | 59,469 | 68,963 | 508,155 | ||||||||||||||||||||||||||
Executive
Vice President and
|
2007
|
269,519 | — | — | — | 40,500 | 98,150 | 14,464 | 422,633 | ||||||||||||||||||||||||||
Chief
Financial Officer
|
2006
|
245,000 | 50,000 | — | — | — | 128,648 | 1,728 | 425,376 | ||||||||||||||||||||||||||
Andrew
J. Miller
|
2008
|
280,800 | — | 42,296 | 24,037 | 45,630 | 72,536 | 69,035 | 534,334 | ||||||||||||||||||||||||||
Executive
Vice President and
|
2007
|
269,519 | — | — | — | 40,500 | 96,522 | 14,626 | 421,167 | ||||||||||||||||||||||||||
Chief
Lending Officer
|
2006
|
245,000 | 15,000 | — | — | — | 122,387 | 1,883 | 384,270 | ||||||||||||||||||||||||||
Robert
J. Bush
|
2008
|
312,000 | 1,000 | 42,296 | 24,037 | 27,300 | 16,810 | 32,320 | 455,763 | ||||||||||||||||||||||||||
Executive
Vice President
|
2007
|
280,957 | — | — | — | 45,000 | 11,276 | 25,597 | 362,830 | ||||||||||||||||||||||||||
2006
|
219,317 | 19,500 | — | — | — | — | 14,043 | 252,860 | |||||||||||||||||||||||||||
Denise
Kassekert
|
2008
|
192,000 | — | 42,296 | 24,037 | 45,000 | — | 9,526 | 312,859 | ||||||||||||||||||||||||||
Executive
Vice President
|
2007
|
110,423 |
(6)
|
— | — | — | — | — | — | 110,423 | |||||||||||||||||||||||||
2006
|
— | — | — | — | — | — | — | — |
(1)
|
Reflects
the compensation expense recognized for financial statement reporting
purposes in accordance with SFAS 123(R) on outstanding restricted stock
awards for each of the named executive officers. The amounts were
calculated based on the Company’s stock price of $11.86 as of the date of
grant. When shares become vested and are distributed from the trust in
which they are held, the recipient will also receive an amount equal to
accumulated cash and stock dividends (if any) paid with respect thereto,
plus earnings thereon.
|
(2)
|
Reflects
the compensation expense recognized for financial statement reporting
purposes in accordance with SFAS 123(R) for outstanding stock option
awards for each of the named executive officers based upon a fair value of
$3.37 for each option using the Black-Scholes option pricing model. The
Company uses the Black-Scholes option pricing model to estimate its
compensation cost for stock options awards. For further information on the
assumptions used to compute fair value, see Note 18 to the Notes to the
Consolidated Financial Statements included in the Company’s Annual Report
on Form 10-K for the year ended December 31, 2008. The actual value, if
any, realized by a named executive officer from any option will depend on
the extent to which the market value of the common stock exceeds the
exercise price of the option on the date the option is exercised.
Accordingly, there is no assurance that the value realized by a named
executive officer will be at or near the value estimated
above.
|
(3)
|
Represents
the actuarial change in pension value in the executives’ amounts during
the years ended December 31, 2008, 2007 and 2006 under the Beneficial
Mutual Savings Bank Employees’ Pension and Retirement Plan, the Beneficial
Mutual Savings Bank Supplemental Pension and Retirement Plan and the life
insurance portion of each executive’s salary continuation agreement. See
“Pension
Benefits” below for a further discussion of these
arrangements.
|
(4)
|
Details
of the amounts reported in the “All Other Compensation” column for 2008
are provided in the table
below.
|
Mr.
Cuddy
|
Mr.
Conners
|
Mr.
Miller
|
Mr.
Bush
|
Ms.
Kassekert
|
|||||||||||||||||
Employer
contributions to KSOP
|
$ | 18,400 | $ | 39,100 | $ | 39,100 | $ | 18,400 | $ | 9,526 | |||||||||||
Income
recognized under split-dollar life insurance arrangements
|
— | 856 | 1,018 | — | — | ||||||||||||||||
Transition
Credit Retirement Plan contribution
|
— | 29,007 | 28,917 | — | — | ||||||||||||||||
Perquisites
|
20,840 |
(a)
|
— |
(b)
|
— |
(b)
|
13,920 |
(c)
|
— |
(b)
|
|
(a)
|
Includes
personal use of Company-owned automobile and club memberships and
initiation fees.
|
|
(b)
|
Did
not exceed $10,000.
|
|
(c)
|
Represents
annual car
allowance.
|
(5)
|
While
Mr. Cuddy’s base salary in 2006 was $425,000, the amount shown represents
his partial year compensation from his start date on November 13,
2006.
|
(6)
|
While
Ms. Kassekert’s base salary in 2007 was $174,000, the amount shown
represents her partial year compensation from her start date on May 7,
2007. Due to Ms. Kassekert’s May 7, 2007 start date, compensation data is
not available for
2006.
|
Name
|
Grant
Date
|
Number
of Shares
of
Stock or
Units
(1)
|
Number
of Securities
Underlying
Options
(2)
|
Exercise
or
Base
Price of
Option
Awards
|
Grant
Date Fair
Value
of Stock
Awards
and
Options
(3)
|
||||||||||||||
Gerard
P. Cuddy
|
08/06/2008
|
100,000 | 200,000 | $ | 11.86 | $ | 1,860,000 | ||||||||||||
Joseph
F. Conners
|
08/06/2008
|
50,000 | 100,000 | 11.86 | 930,000 | ||||||||||||||
Andrew
J. Miller
|
08/06/2008
|
50,000 | 100,000 | 11.86 | 930,000 | ||||||||||||||
Robert
J. Bush
|
08/06/2008
|
50,000 | 100,000 | 11.86 | 930,000 | ||||||||||||||
Denise
Kassekert
|
08/06/2008
|
50,000 | 75,000 | 11.86 | 845,750 |
(1)
|
For
Mr. Cuddy, restricted shares vest according to the following schedule: (1)
50,000 shares are subject to a three-year cliff vesting schedule whereby
no shares vest on the first and second anniversaries of the award, 60% of
the shares vest on the third anniversary of the award and 20% of the
shares vest on each of the fourth and fifth anniversaries of the award;
and (2) 50,000 shares will vest if certain specified performance
requirements are met during the performance measurement period beginning
on December 31, 2009 and ending on December 31, 2013. For all other named
executive officers, restricted shares vest according to the following
schedule: (1) 25,000 shares are subject to a three-year cliff vesting
schedule whereby no shares vest on the first and second anniversaries of
the award, 60% of the shares vest on the third anniversary of the award
and 20% of the shares vest on each of the fourth and fifth anniversaries
of the award; and (2) 25,000 shares will vest if certain specified
performance requirements are met during the performance measurement period
beginning on December 31, 2009 and ending on December 31,
2013.
|
(2)
|
Options
vest in five equal annual installments beginning on the first anniversary
of the date of grant.
|
(3)
|
Sets
forth the grant date fair value of stock and option awards calculated in
accordance with FAS 123(R). The grant date fair value of all stock awards
is equal to the number of awards multiplied by $11.86, the closing price
for the Company’s common stock on the date of grant. The grant date fair
value for option awards is equal to the number of options multiplied by a
fair value of $3.37, which was computed using the Black-Scholes opton
pricing model. For further information on the assumptions used to compute
fair value, see Note 18 to the Notes to the Consolidated Financial
Statements included in the Company’s Annual Report on Form 10-K for the
year ended December 31,
2008.
|
Estimated
Possible Payouts
Under
Non-Equity Incentive
Plan Awards (1)
|
|||||||||||||||
Name
|
Date
of
Corporate
Approval
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
|||||||||||
Gerard
P. Cuddy
|
03/17/2008
|
$ | 95,000 | $ | 190,000 | $ | 285,000 | ||||||||
Joseph
F. Conners
|
03/17/2008
|
35,100 | 70,200 | 105,300 | |||||||||||
Andrew
J. Miller
|
03/17/2008
|
35,100 | 70,200 | 105,300 | |||||||||||
Robert
J. Bush
|
03/17/2008
|
39,000 | 78,000 | 117,000 | |||||||||||
Denise
Kassekert
|
03/17/2008
|
25,000 | 50,000 | 75,000 |
(1)
|
The
“Summary
Compensation Table” shows the actual awards earned by our named
executive officers under the 2008 Management Incentive
Plan.
|
Name
|
Number
of
Securities
Underlying
Unexercised
Options
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
Unexercisable
(1)
|
Option
Exercise
Price
|
Option
Expiration
Date
|
Number
of
Shares
or Units
of
Stock That
Have
Not Vested
(2)
|
Market
Value of
Shares
or Units of
Stock
That Have
Not
Vested
(3)
|
|||||||||||||||
Gerard
P. Cuddy
|
— | 200,000 | $ | 11.86 |
08/06/2018
|
100,000 | $ | 1,125,000 | |||||||||||||
Joseph
F. Conners
|
— | 100,000 | 11.86 |
08/06/2018
|
50,000 | 562,500 | |||||||||||||||
Andrew
J. Miller
|
— | 100,000 | 11.86 |
08/06/2018
|
50,000 | 562,500 | |||||||||||||||
Robert
J. Bush
|
— | 100,000 | 11.86 |
08/06/2018
|
50,000 | 562,500 | |||||||||||||||
Denise
Kassekert
|
— | 75,000 | 11.86 |
08/06/2018
|
50,000 | 562,500 |
(1)
|
Options
vest in five equal annual installments beginning one year from the date of
grant, which for all awards and options was August 6,
2008.
|
(2)
|
For
Mr. Cuddy, restricted shares vest according to the following schedule: (1)
50,000 shares are subject to a three-year cliff vesting schedule whereby
no shares vest on the first and second anniversaries of the award, 60% of
the shares vest on the third anniversary of the award and 20% of the
shares vest on each of the fourth and fifth anniversaries of the award;
and (2) 50,000 shares will vest if certain specified performance
requirements are met during the performance measurement period beginning
on December 31, 2009 and ending on December 31, 2013. For all other named
executive officers, restricted shares vest according to the following
schedule: (1) 25,000 shares are subject to a three-year cliff vesting
schedule whereby no shares vest on the first and second anniversaries of
the award, 60% of the shares vest on the third anniversary of the award
and 20% of the shares vest on each of the fourth and fifth anniversaries
of the award; and (2) 25,000 shares will vest if certain specified
performance requirements are met during the performance measurement period
beginning on December 31, 2009 and ending on December 31,
2013.
|
(3)
|
Based
upon the Company’s closing stock price of $11.25 on December 31,
2008.
|
Name
|
Plan
Name
|
Number
of
Years
of
Credited
Service
(1)
|
Present
Value
of
Accumulated
Benefit
($)
(2)
|
|||||
Gerard
P. Cuddy
|
Employees’
Pension and Retirement Plan of Beneficial Mutual Savings
Bank
|
0.5
|
$
|
6,719
|
||||
Supplemental
Pension and Retirement Plan of Beneficial Mutual Savings
Bank
|
0.5
|
11,440
|
||||||
Joseph
F. Conners
|
Employees’
Pension and Retirement Plan of Beneficial Mutual Savings
Bank
|
25.5
|
441,056
|
|||||
Supplemental
Pension and Retirement Plan of Beneficial Mutual Savings
Bank
|
25.5
|
88,462
|
||||||
Salary
Continuation Agreement
|
25
|
(3)
|
11,380
|
|||||
Andrew
J. Miller
|
Employees’
Pension and Retirement Plan of Beneficial Mutual Savings
Bank
|
34.5
|
523,867
|
|||||
Supplemental
Pension and Retirement Plan of Beneficial Mutual Savings
Bank
|
34.5
|
89,564
|
||||||
Salary
Continuation Agreement
|
25
|
(3)
|
17,959
|
|||||
Robert
J. Bush
|
Employees’
Pension and Retirement Plan of Beneficial Mutual Savings
Bank
|
1
|
18,037
|
|||||
Supplemental
Pension and Retirement Plan of Beneficial Mutual Savings
Bank
|
1
|
10,049
|
(1)
|
Represents
the number of years of credited service used only to determine the benefit
under the pension plan. Years of credited service were frozen at June 30,
2008.
|
|
(2)
|
The
present value of each executive’s accumulated benefit assumes normal
retirement (age 65), the election of a single life form of pension and is
based on a 6.5% discount rate for the Employees’ Pension and Retirement
Plan and 6.90% for the Supplemental Pension and Retirement
Plan.
|
|
(3)
|
The
maximum years of service credit for the salary continuation agreements is
25.
|
Name
|
Plan
Name
|
Registrant
Contributions
in
Last
Fiscal Year
($)
|
Aggregate
Earnings
in
2008
|
Aggregate
Balance
at
Last Fiscal Year
End
($)
|
|||||||||
Joseph
F. Conners
|
Elective
Deferred Compensation Plan
|
$ | 14,090 | $ | (7,249 | ) | $ | 17,080 | |||||
Stock-Based
Deferral Plan
|
— | 3,062 | 22,600 | ||||||||||
Transition
Credit Retirement Plan for Designated Employees
|
29,007 |
(1)
|
— | 29,007 | |||||||||
Andrew
J. Miller
|
Elective
Deferred Compensation Plan
|
— | — | — | |||||||||
Stock-Based
Deferral Plan
|
— | — | — | ||||||||||
Transition
Credit Retirement Plan for Designated Employees
|
28,917 |
(1)
|
— | 28,917 |
(1)
|
These
amounts represent the Company’s contributions during the 2008 fiscal year
and have been reported in the “All Other Compensation” column of the “Summary Compensation Table”
for
2008.
|
Payments
Due Upon
|
||||||||||||||||||||
Termination
for
Cause
|
Termination
without
Cause
or for
Good
Reason
|
Change
in Control
with
Termination
of
Employment
|
Disability
|
Death
|
||||||||||||||||
Base
salary
|
— | $ | 950,000 |
(2)
|
$ | 1,275,000 | $ | 627,000 | $ | — | ||||||||||
Bonuses
|
— | 204,000 |
(2)
|
306,000 | — | 95,000 |
(4)
|
|||||||||||||
Medical,
life and dental insurance benefits
|
— | 26,916 | 40,374 | 26,916 |
(3)
|
— | ||||||||||||||
Fringe
benefits (1)
|
— | — | 41,979 | — | — | |||||||||||||||
Income
attributable to vesting of stock awards
|
— | — | 1,125,000 | 1,125,000 | 1,125,000 | |||||||||||||||
Total
severance payment
|
— | $ | 1,180,916 | $ | 2,788,353 |
(5)
|
$ | 1,778,916 | $ | 1,220,000 |
(1)
|
Represents
the value of personal use of Company-owned automobile and club memberships
and initiation fees.
|
(2)
|
Represents
the total value of payments that would be paid ratably over a two-year
period.
|
(3)
|
Benefits
have been calculated based on the date the agreement would have expired
had the executive’s employment not terminated due to his
disability.
|
(4)
|
Represents
the amount earned under the 2008 Management Incentive Plan and payable to
the executive’s beneficiary.
|
(5)
|
The
amount shown does not reflect adjustments that would be made to the
executive’s total change in control severance payment to insure the
executive’s severance payment would not be deemed an “excess parachute
payment” under Section 280G of the Internal Revenue
Code.
|
Payments
Due Upon
|
||||||||||||||||||||
Termination
for
Cause
|
Termination
without
Cause
or for
Good
Reason
|
Change
in Control
with
Termination
of
Employment
|
Disability
|
Death
|
||||||||||||||||
Base
salary
|
— | $ | 561,600 |
(1)
|
$ | 842,400 | $ | 370,656 | $ | — | ||||||||||
Bonuses
|
— | 81,000 |
(1)
|
121,500 | — | 31,590 | ||||||||||||||
Medical,
life and dental insurance benefits
|
— | 29,150 | 43,725 | 29,150 |
(2)
|
— | ||||||||||||||
Transition
Credit Retirement Plan (5)
|
— | 29,007 | 29,007 | 29,007 | 29,007 |
(3)
|
||||||||||||||
Salary
Continuation Agreement
|
— | 28,601 |
(6)
|
28,601 |
(6)
|
28,601 |
(6)
|
1,532,634 |
(7)
|
|||||||||||
Income
attributable to vesting of stock awards
|
— | — | 562,500 | 562,500 | 562,500 | |||||||||||||||
Total
severance payment
|
— | $ | 729,358 | $ | 1,627,733 |
(4)
|
$ | 1,019,914 | $ | 2,155,731 |
(1)
|
Represents
the total value of payments that would be paid ratably over a two-year
period.
|
(2)
|
Benefits
have been calculated based on the date the agreement would have expired
had the executive’s employment not terminated due to his
disability.
|
(3)
|
Represents
the amount earned under the 2008 Management Incentive Plan and payable to
the executive’s beneficiary.
|
(4)
|
The
amount shown does not reflect adjustments that would be made to the
executive’s total change in control severance payment to insure the
executive’s severance payment would not be deemed an “excess parachute
payment” under Section 280G of the Internal Revenue
Code.
|
(5)
|
Represents
the accrued balance that would be paid to the executive under the
Transition Credit Retirement Plan for Designated
Employees.
|
(6)
|
Represents
the cash surrender value of the executive’s life insurance policy under
the agreement.
|
(7)
|
Represents
the present value of the monthly payments to be made to Mr. Conners’
beneficiary for 166 months. The present value was calculated using a 6.9%
discount
rate.
|
Payments
Due Upon
|
||||||||||||||||||||
Termination
for
Cause
|
Termination
without
Cause
or for
Good
Reason
|
Change
in Control
with
Termination
of
Employment
|
Disability
|
Death
|
||||||||||||||||
Base
salary
|
— | $ | 561,600 |
(1)
|
$ | 842,400 | $ | 370,656 | $ | — | ||||||||||
Bonuses
|
— | 81,000 |
(1)
|
121,500 | — | 45,630 |
(3)
|
|||||||||||||
Medical,
life and dental insurance benefits
|
— | 45,618 | 68,427 | 45,618 |
(2)
|
— | ||||||||||||||
Transition
Credit Retirement Plan (5)
|
— | 28,917 | 28,917 | 28,917 | 28,917 | |||||||||||||||
Salary
Continuation Agreement
|
— | 37,194 |
(6)
|
37,194 |
(2)
|
37,194 |
(6)
|
1,348,507 |
(7)
|
|||||||||||
Income
attributable to vesting of stock awards
|
— | — | 562,500 | 562,500 | 562,500 | |||||||||||||||
Total
severance payment
|
— | $ | 754,329 | $ | 1,660,938 |
(4)
|
$ | 1,044,885 | $ | 1,985,554 |
(1)
|
Represents
the total value of payments that would be paid ratably over a two-year
period.
|
(2)
|
Benefits
have been calculated based on the date the agreement would have expired
had the executive’s employment not terminated due to his
disability.
|
(3)
|
Represents
the amount earned under the 2008 Management Incentive Plan and payable to
the executive’s beneficiary.
|
(4)
|
The
amount shown does not reflect adjustments that would be made to the
executive’s total change in control severance payment to insure the
executive’s severance payment would not be deemed an “excess parachute
payment” under Section 280G of the Internal Revenue
Code.
|
(5)
|
Represents
the accrued balance that would be paid under the Transition Credit
Retirement Plan for Designated Employees.
|
(6)
|
Represents
the cash surrender value of the executive’s life insurance policy under
the agreement.
|
(7)
|
Represents
the present value of the monthly payments to be made to Mr. Miller’s
beneficiary for 146 months. The present value was calculated using a 6.9%
discount
rate.
|
Payments
Due Upon
|
||||||||||||||||
Termination for Cause |
Termination without Cause or for Good Reason |
Change
in Control with Termination of Employment |
Disability | Death | ||||||||||||
Base
salary
|
—
|
$
|
624,000
|
(1)
|
$
|
936,000
|
$
|
411,840
|
$
|
—
|
||||||
Bonuses
|
—
|
90,000
|
(1)
|
135,000
|
—
|
27,300
|
(3)
|
|||||||||
Medical,
life and dental insurance benefits
|
—
|
32,856
|
49,284
|
32,856
|
(2)
|
—
|
||||||||||
Income
attributable to vesting of stock awards
|
—
|
—
|
562,500
|
562,500
|
562,500
|
|||||||||||
Total
severance payment
|
—
|
$
|
746,856
|
$
|
1,682,784
|
(4)
|
$
|
1,007,196
|
$
|
589,800
|
(1)
|
Represents
the total value of payments that would be paid ratably over a two-year
period.
|
(2)
|
Benefits
have been calculated based on the date the agreement would have expired
had the executive’s employment not terminated due to his
disability.
|
(3)
|
Represents
the amount earned under the 2008 Management Incentive Plan and payable to
the executive’s beneficiary.
|
(4)
|
The
amount shown does not reflect adjustments that would be made to the
executive’s total change in control severance payment to insure the
executive’s severance payment would not be deemed an “excess parachute
payment” under Section 280G of the Internal Revenue
Code.
|
Payments
Due Upon
|
||||||||||||||||
Termination
for
Cause
|
Termination
without Cause or for Good Reason |
Change
in Control
with Termination of Employment |
Disability
|
Death
|
||||||||||||
Base
salary
|
—
|
$
|
450,000
|
(1)
|
$
|
675,000
|
$
|
297,000
|
$
|
—
|
||||||
Bonuses
|
—
|
—
|
(1)
|
—
|
—
|
45,000
|
(3)
|
|||||||||
Medical,
life and dental insurance benefits
|
—
|
25,550
|
38,325
|
25,550
|
(2)
|
—
|
||||||||||
Income
attributable to vesting of stock awards
|
—
|
—
|
562,500
|
562,500
|
562,500
|
|||||||||||
Total
severance payment
|
—
|
$
|
475,550
|
$
|
607,500
|
(4)
|
$
|
885,050
|
$
|
607,500
|
(1)
|
Represents
the total value of payments that would be paid ratably over a two-year
period.
|
(2)
|
Benefits
have been calculated based on the date the agreement would have expired
had the executive’s employment not terminated due to his
disability.
|
(3)
|
Represents
the amount earned under the 2008 Management Incentive Plan and payable to
the executive’s beneficiary.
|
(4)
|
The
amount shown does not reflect adjustments that would be made to the
executive’s total change in control severance payment to insure the
executive’s severance payment would not be deemed an “excess parachute
payment” under Section 280G of the Internal Revenue
Code
|
By
Order of the Board of Directors,
|
|
/s/ Thomas M. Topley | |
Thomas
M. Topley
|
|
Corporate
Secretary
|
1.
|
The
election as directors of all nominees listed for a three-year term (unless
the “For All Except” box is marked and the instructions below are complied
with).
|
|
Elizabeth
H. Gemmill, Thomas F. Hayes and Joseph J.
McLaughlin
|
FOR
|
WITHHOLD
|
FOR
ALL
EXCEPT
|
||||
o
|
o
|
o
|
2.
|
The
ratification of the appointment of Deloitte & Touche LLP as the
independent registered public accounting firm of Beneficial Mutual
Bancorp, Inc. for the fiscal year ending December 31,
2009.
|
FOR
|
AGAINST
|
ABSTAIN
|
||||
o
|
o
|
o
|
Dated:
|
|||
SIGNATURE
OF STOCKHOLDER
|
|||
SIGNATURE
OF CO-HOLDER (IF ANY)
|
Sincerely,
|
|
/s/ Gerard P. Cuddy | |
Gerard
P. Cuddy
|
|
President
and Chief Executive
Officer
|
1.
|
The
election as directors of the nominees listed below for a three-year term
(unless the “For All Except” box is marked and the instructions below are
complied with).
|
|
Elizabeth
H. Gemmill, Thomas F. Hayes and Joseph J.
McLaughlin
|
FOR
|
WITHHOLD
|
FOR
ALL
EXCEPT
|
||||
o
|
o
|
o
|
2.
|
The
ratification of the appointment of Deloitte & Touche LLP as the
independent registered public accounting firm of Beneficial Mutual
Bancorp, Inc. for the fiscal year ending December 31,
2009.
|
FOR
|
AGAINST
|
ABSTAIN
|
||||
o
|
o
|
o
|
Date:
|
||||
Participant
sign above
|
Sincerely,
|
|
/s/ Gerard P. Cuddy | |
Gerard
P. Cuddy
|
|
President
and Chief Executive
Officer
|
1.
|
The
election as directors of the nominees listed below for a three-year term
(unless the “For All Except” box is marked and the instructions below are
complied with).
|
|
Elizabeth
H. Gemmill, Thomas F. Hayes and Joseph J.
McLaughlin
|
FOR
|
WITHHOLD
|
FOR
ALL
EXCEPT
|
||||
o
|
o
|
o
|
2.
|
The
ratification of the appointment of Deloitte & Touche LLP as the
independent registered public accounting firm of Beneficial Mutual
Bancorp, Inc. for the fiscal year ending December 31,
2009.
|
FOR
|
AGAINST
|
ABSTAIN
|
||||
o
|
o
|
o
|
Date:
|
||||
Participant
sign above
|