UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, DC 20549
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SCHEDULE 14A INFORMATION
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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Filed by the Registrant
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Filed by a Party other than the
Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Rule
14a-11(c) or Rule 14a-12
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CommerceFirst
Bancorp, Inc.
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(Name
of Registrant as Specified in its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the
appropriate box):
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No fee required.
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(4) and 0-11.
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Title of each class of securities to
which transaction applies:
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Aggregate number of securities to
which transaction applies:
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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):
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Proposed maximum aggregate value of
transaction:
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Total Fee Paid:
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Fee paid previously with preliminary
materials:
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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.
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Amount Previously Paid:
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Form, Schedule or Registration
Statement No.:
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Filing Party:
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Date Filed:
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COMMERCEFIRST BANCORP, INC.
1804 West Street, Suite 200
Annapolis, Maryland 21401
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS
To be held May 6, 2009
TO THE SHAREHOLDERS OF COMMERCEFIRST BANCORP,
INC.:
The Annual Meeting of Shareholders of CommerceFirst Bancorp, Inc.
(the Company), will be held at
CommerceFirst Bank
1804 West Street, Suite 200
Annapolis, Maryland
on Wednesday, May 6, 2009 at 2:00 P.M. for the following
purposes:
1.
To elect three (3) directors
to serve until the 2012 Annual Meeting of Shareholders and until their
successors are duly elected and qualified;
2.
To transact any other
business that may properly come before the meeting or any adjournment or
postponement of the meeting.
Shareholders of record as of the close of business on March 31,
2009 are entitled to notice of and to vote at the meeting or any adjournment or
postponement of the meeting.
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By Order of the
Board of Directors
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Candace M.
Springmann, Corporate Secretary
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April 6, 2009
Please sign, date and return your proxy promptly,
whether or not you plan to attend the meeting in person. No postage is required if mailed in the
United States in the enclosed envelope.
If you attend the meeting, you may, if you desire, revoke your proxy and
vote in person.
If your shares are not
registered in your name, you will need additional documentation from your
record holder in order to vote in person at the meeting.
COMMERCEFIRST BANCORP, INC.
1804 West Street, Suite 200
Annapolis, Maryland 21401
ANNUAL MEETING OF SHAREHOLDERS
Proxy Statement
INTRODUCTION
This Proxy Statement is being sent to shareholders of
CommerceFirst Bancorp, Inc., a Maryland corporation (the Company), in
connection with the solicitation of proxies by the Board of Directors of the
Company for use at the Annual Meeting of Shareholders, to be held at 2:00 P.M.
on May 6, 2009, and at any adjournment or postponement of the
meeting. The purposes of the meeting
are:
1.
To elect three (3) directors
to serve until the 2012 Annual Meeting of Shareholders and until their
successors are duly elected and qualified;
2.
To transact any other business that may properly
come before the meeting or any adjournment or postponement of the meeting.
The meeting will be held at:
CommerceFirst Bank
1804 West Street, Suite 200
Annapolis, Maryland
This proxy statement and proxy card are being sent to
shareholders of the Company on or about April 6, 2009. A copy of the
Companys Annual Report to Shareholders for the year ended December 31,
2008, which includes our audited financial statements, also accompanies this
proxy statement.
The cost of this proxy solicitation is being paid by
the Company. In addition to the use of
the mail, proxies may be solicited personally or by telephone by officers,
regular employees or directors of the Company or its subsidiary, CommerceFirst
Bank (the Bank), who will not receive any special compensation for their
services. The Company may also reimburse
brokers, custodians, nominees and other fiduciaries for their reasonable out-of-pocket
and clerical costs for forwarding proxy materials to their principals.
VOTING RIGHTS AND PROXIES
Voting Rights
Only shareholders of record at the close of business
on March 31, 2009 (the Record Date), will be entitled to notice of and
to vote at the meeting or any adjournment or postponement of the meeting. On that date, the Company had 1,820,548
shares of common stock, par value $.01 per share (the common stock)
outstanding, held by approximately 300 shareholders of record. The common stock
is the only class of the Companys stock of which shares are outstanding. Each
share of common stock is entitled to one vote on all matters submitted to a
vote of the shareholders. Shareholders
do not have the right to cumulate votes in the election of directors. The presence, in person or by proxy, of not
less than a majority of the total number of outstanding shares of common stock
is necessary to constitute a quorum at the meeting.
Proxies
Properly executed proxies received by the Company in
time to be voted at the meeting will be voted as specified by shareholders. In
the absence of specific instructions, proxies received will be voted
FOR
the election of the nominees for election as
directors. Management does not know of
any matters that will be brought before the meeting, other than as described in
this proxy statement. If other matters
are properly brought before the meeting, the persons named in the proxy intend
to vote the shares to which the proxies relate in accordance with their best
judgment.
The judges of election appointed by the Board of
Directors for the meeting will determine the presence of a quorum and will
tabulate the votes cast at the meeting. Abstentions will be treated as present
for purposes of determining a quorum, but as unvoted for purposes of
determining the approval of any matter submitted to the vote of
shareholders. If a broker indicates that
he or she does not have discretionary authority to vote any shares of common
stock on a particular matter, such shares will be treated as present for
general quorum purposes, but will not be considered as present or voted with
respect to that matter.
Please sign, date, mark and return promptly the
enclosed proxy in the postage paid envelope provided for this purpose in order
to assure that your shares are voted. You may revoke your proxy at any time
before it is voted at the meeting:
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by granting a
later proxy with respect to the same shares;
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by sending
written notice to Candace M. Springmann, Corporate Secretary of the Company, at
the address noted above, at any time prior to the proxy being voted; or
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by voting in
person at the meeting.
Attendance at the meeting will not, in itself, revoke
a proxy. If your shares are held in the
name of your bank or broker, you will need additional documentation to vote in
person at the meeting. Please see the
voting form provided by your bank or broker for additional information
regarding the voting of your shares.
Many shareholders whose shares are held in an account
at a brokerage firm or bank will have the option to submit their proxies or
voting instructions electronically through the Internet or by telephone.
Shareholders should check the voting form or instructions provided by their
bank or broker to see which options are available. Shareholders submitting
proxies or voting instructions electronically should understand that there may be
costs associated with electronic access, such as usage charges from Internet
access providers and telephone companies, which would be borne by the
shareholder. To revoke a proxy previously submitted electronically, a
shareholder may simply submit a new proxy at a later date before the taking of
the vote at the meeting, in which case, the later submitted proxy will be
recorded and the earlier proxy will be revoked.
2
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
Securities Ownership of Directors, Officers and
Certain Beneficial Owners
The following table sets forth certain information
concerning the number and percentage of whole shares of the Companys common
stock beneficially owned by its directors, executive officers whose
compensation is disclosed, and by its directors and all executive officers as a
group, as of March 31, 2009, as well as information regarding each other
person known by the Company to own in excess of five percent of the outstanding
common stock. Except as set forth below,
the Company knows of no other person or persons, who beneficially own in excess
of five percent of the Companys common stock.
Further, the Company is not aware of any arrangement which at a
subsequent date may result in a change of control of the Company. Except as
otherwise indicated with respect to directors and executive officers, all
shares are owned directly, the named person possesses sole voting and sole
investment power with respect to all such shares, and none of such shares are
pledged as security.
Name
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Shares of
Common
Stock
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Warrants to
Purchase
Common
Stock
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Options to
Purchase
Common
Stock
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Total Number of
Shares
Beneficially
Owned(a)
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Percentage
of
Ownership
(b)
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Edward B.
Howlin, Jr
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176,160
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20,320
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195,480
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10.62
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%
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2880 Dunkirk Way
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Dunkirk, MD
20754
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Charles L.
Hurtt, Jr.
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18,976
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18,976
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1.04
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%
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Milton D.
Jernigan II
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34,550
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8,876
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2,500
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45,926
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2.51
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%
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Robert R.
Mitchell
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24,800
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8,064
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32,864
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1.80
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%
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Richard J.
Morgan
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9,543
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6,072
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10,000
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25,615
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1.39
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%
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John A.
Richardson, Sr.
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37,600
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8,064
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45,664
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2.50
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%
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George C.
Shenk, Jr.
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14,200
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8,064
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22,264
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1.22
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%
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Michael T. Storm
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400
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400
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.02
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%
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Lamont Thomas
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23,000
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8,124
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7,500
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38,624
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2.10
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%
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Jerome A. Watts
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24,266
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8,064
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32,330
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1.77
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%
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Directors,
Officers as a Group
(10
people)
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362,495
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75,648
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20,000
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458,143
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23.91
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%
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Shareholders
with 5% or more ownership in CommerceFirst Bancorp, Inc.:
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Estate of Alvin
Maier
(1)
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101,892
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101,892
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5.60
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%
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c/o Ellis J.
Koch, Esq., 5904 Hubbard
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Drive,
Rockville, MD 20852
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(a) The total number
of shares beneficially owned includes shares of common stock owned by the named
persons as of the date noted above, shares of common stock subject to warrants
and shares of common stock subject to options held by the named persons that
are exercisable as of, or within 60 days of, said date.
(b) The shares of
common stock subject to warrants and options are deemed outstanding for the
purpose of computing the percentage ownership of the person holding the
warrants, but are not deemed outstanding for the purpose of computing the
percentage ownership of any other person.
(1) Includes shares held in a family trust.
3
ELECTION OF DIRECTORS
The size of the Companys Board of Directors is
currently set at nine (9) directors, divided into three classes, one of
which is elected each year. The Board of
Directors has nominated three (3) persons for election as director at the
meeting, for a three year term until the 2012 Annual Meeting of Shareholders
and until their successors have been elected and qualified. Each of the nominees for election as a
director currently serves as a member of the Board of Directors. Unless authority is withheld, all proxies in
response to this solicitation will be voted for the election of the nominees
listed below. Each nominee has indicated
a willingness to serve if elected.
However, if any nominee becomes unable to serve, the proxies received in
response to this solicitation will be voted for a replacement nominee selected
in accordance with the best judgment of the persons named as proxies.
The Board of Directors has determined that each
director other than Mr. Jernigan II, Mr. Morgan, and Mr. Thomas
is an independent director as that term is defined in Rule 4200(a)(15)
of The NASDAQ Stock Market (the NASDAQ).
In making this determination, the Board of Directors was aware of and
considered the loan and deposit relationships with directors and their related
interests which the Company enters into in the ordinary course of its business,
and the service arrangements which are disclosed under Certain Relationships and Related Transactions in
this proxy statement.
Vote Required and Board Recommendation.
Nominees receiving a plurality of the votes
cast at the meeting in the election of directors will be elected as director,
in the order of the number of votes received. Members of the Board of Directors
of the Company having the power to vote or direct the voting of 362,495 shares
of common stock, or approximately 19.9% of the shares of common stock
outstanding on March 31, 2009, have indicated their intention to vote FOR
the election of all of the nominees for election as director.
Nominees for Election as Directors
Set forth below is certain information as of March 31,
2009 concerning the nominees for election as director of the Company. Except as otherwise indicated, the occupation
listed has been such persons principal occupation for at least the last five
years. Each of the nominees has served
as a director of the Bank since its organization.
Robert R. Mitchell.
Mr. Mitchell, 66,
is currently retired. He was the President of Mitchell Business Equipment, Inc.,
with which he served for over 20 years until its sale in 1988. Mr. Mitchell
was one of the original organizers and directors of Commerce Bank. Mr. Mitchell
is active in local service and civic organizations, including membership in
Rotary International, service on the Prince Georges Salvation Army Local Board
and membership in the Anne Arundel Junior Golf Association. Mr. Mitchell
is a resident of Anne Arundel County. Mr. Mitchell has been a director of
the Company since October 2003.
Richard J. Morgan
. Mr. Morgan,
61, is President and Chief Executive Officer of the Bank and the Company. From
1997 until July 1999, he was a cabinet level advisor to the Anne Arundel
County Executive on issues relating to the economy and economic development,
and was President and Chief Executive Officer of Anne Arundel Economic
Development Corporation. From 1990 to 1997, Mr. Morgan served as President
and Chief Executive Officer of Annapolis National Bank. He has over 35 years of banking and financial
management experience. He held leadership roles in commercial lending at Marine
Midland Bank (now HSBC) from 1970 through 1977 and with Maryland National Bank
(now Bank of America) from 1977 to 1982. He held the positions of Chief
Financial Officer of Phillips Corporation and Toddson Corporation from 1982 to
1990. He has served on numerous community boards, commissions and community service
groups, including as Board member and Assistant Treasurer of the Anne Arundel
Medical Center; Board member and past Chair of United Way of Anne Arundel
County; Board and Executive Committee as well as 2004 and 2005 Chair of the
Annapolis and Anne Arundel Chamber of Commerce; Chair of the Chambers Economic
Development Committee; Treasurer and member of the Executive Committee of the
Maryland Economic Development Association; and Board and Executive Committee
member of Leadership Anne Arundel and Chair for the Executive Leadership
Program. Mr. Morgan is a resident of Anne Arundel County. Mr. Morgan has been a director of the
Company since its organization.
George C. Shenk, Jr.
Mr. Shenk, 56, is the President of
Whitmore Group, a communications company headquartered in Annapolis, Maryland. Mr. Shenk
is a resident of Anne Arundel County and has been a director of the
4
Company since 2006.
Continuing Directors of the Company
Set forth below is certain information as of the
Record Date concerning the continuing directors of the Company. Except as otherwise indicated, the occupation
listed has been such persons principal occupation for at least the last five
years. Each of the continuing directors
of the Company has served as a director of the Bank since its organization.
Edward B. Howlin, Jr.
Mr. Howlin, 72,
is the Chairman and Chief Executive Officer of Howlin Realty Management, Inc.,
a real estate holding, management and development firm, and of Edward B. Howlin, Inc.,
a management and holding company, and of its subsidiary companies, Dunkirk
Supply, Inc. and Howlin Concrete, Inc. In addition to real estate
management and development, the Howlin companies construct residential
subdivisions and design, manufacture and sell construction components, systems
and supplies to various commercial, residential and government projects,
primarily in Southern Maryland. Mr. Howlin is a resident of Anne Arundel
County. Mr. Howlin has been a director of the Company since its
organization. Mr. Howlins current term expires in 2010.
Charles L. Hurtt, Jr., CPA.
Mr. Hurtt,
62, is the founder and President of Charles L. Hurtt, Jr., P.A., a
certified public accounting firm located in Pasadena, Maryland. Mr. Hurtt
has been involved in several charitable and civic organizations, including
organizations involved in youth programs in Prince Georges County. Mr. Hurtt has also been active in
several professional associations, including past or present memberships in the
Maryland Society of Accountants, the National Society of Accountants and the
Maryland Association of Certified Public Accountants. Mr. Hurtt is a resident of Anne Arundel
County. Mr. Hurtt has been a director of the Company since October 2003.
Mr. Hurtts
current term expires in 2010.
Milton D. Jernigan, II
. Mr. Jernigan,
54, is an attorney engaged in private practice since 1982, is a co-founder and
co-managing principal of the law firm of McNamee, Hosea, Jernigan, Kim, Greenan &
Walker, P.A. He is the Resident Principal-in-Charge of the firms Annapolis
office where his practice concentrates on business, real estate, tax and other
matters including work with federal and state bank regulatory agencies. Mr. Jernigan was one of the founding
organizers and a member of the Board of Directors of the former Commerce Bank
in College Park, Maryland where he served as General Counsel from its
organization in 1989 until its acquisition by Main Street Bank Group (now a
part of BB&T Corporation) in December 1997. Mr. Jernigan is a resident of Annapolis,
Maryland and is active in local bar associations, chambers of commerce, service
and civic organizations, including the Maryland State and Anne Arundel County
Bar Associations, the Annapolitan Club and service on the Board of Directors of
the Annapolis and Anne Arundel County Chamber of Commerce. Mr. Jernigan was one of the founding
organizers of CommerceFirst Bank in 2000 and has been a director of the Company
since its organization. Mr. Jernigans current term expires in 2011.
John A.
Richardson, Sr.
Mr. Richardson, 65, until his
retirement in April 2000 was President of Branch Electric Supply Company,
a position he had held since 1968. Mr. Richardson is also the President of
Crofton Bowling Center, is a partner in numerous real estate investment
partnerships located throughout Anne Arundel and Prince Georges Counties,
continues to work as a consultant, and manages real estate. Mr. Richardson
is a member of the National Bowling Proprietors Association. Mr. Richardson
is a resident of Anne Arundel County. Mr. Richardson has been a director
of the Company since October 2003.
Mr. Richardsons current term expires in 2011.
Lamont
Thoma
s. Mr. Thomas, 68, was the Executive Vice President and Chief
Operating Officer of the Bank and Company until his retirement as of December 31,
2007 and was Chief Financial Officer until September 10, 2007. Mr. Thomas was one of the founding
organizers and members of the Board of Directors of the former Commerce Bank in
College Park, Maryland from its organization in 1989 until its acquisition by
Main Street Bank Group (now a part of BB&T Corporation) in December 1997,
serving as Executive Vice President and Treasurer (chief operating and
financial officer) of Commerce Bank. Mr. Thomas is a resident of Howard
County. Mr. Thomas has been a
director of the Company since its organization.
Mr. Thomas current term expires in 2010.
Jerome A. Watts.
Mr. Watts, 66, until his retirement in
2006 was the owner of Plan Management, a supplier of insurance and employee
benefits plans. Mr. Watts was
appointed to the Board of Directors of the Company in
5
September 2005 to fill a vacancy in the class of
2008 and was confirmed at the 2006 Annual Meeting of Shareholders. Mr. Watts
was one of the original organizers and directors of Commerce Bank. Mr. Watts
is a resident of Washington, DC.
Mr. Watts current term expires in 2011.
Election of Directors of the Bank
If elected, the nominees for election as directors
intend to vote for each of the directors of the Company and the following
persons to serve as directors of the Bank, each of whom currently serves as a
director of the Bank.
Name
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Age
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Principal Occupation and Experience
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Wilfred T. Azar, III
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47
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President and Chief Executive Officer of Empire
Corporation, a commercial real estate management, development and holding
company. President of Pony Express, Inc, a document storage and services
business. Director of Annapolis National Bank (1992-1998).
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William F. Chesley
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65
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President of William
F. Chesley Real Estate, Inc., Dee Corporation, Enterprise Office
Park, Inc., and Ridgley Builders, Inc., and managing member of
Builders Advantage, LLC. These companies are engaged in residential and commercial
real estate sales, management and development.
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Charles F. Delavan
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62
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Attorney with the firm of Blumenthal,
Delavan & Williams, P.A.
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Milton D.
Jernigan, Sr.
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79
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Retired. Until 1996,
he was Chairman and President of AAA Rentals, Inc. and AAA
Tools, Inc., equipment and party supplies rental and sale businesses.
Director of Commerce Bank (1989 1997). Mr. Jernigan, Sr. is the
father of Mr. Jernigan, II.
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Nicholas J. Marino
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55
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President of Marino Transportation Services, LLC, a transportation
and shipping logistics company.
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Michael J. Miller
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51
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Vice President of Concrete General, Inc. and
Tri M Leasing Corp., Managing Member of Airpark North, LLC and a partner of
Tri M Properties. These companies are engaged in road construction, equipment
leasing, and real estate development and ownership.
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Don E. Riddle, Jr.
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60
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Chairman and Chief Executive Officer of Homestead
Gardens, Inc., the largest enclosed garden center in the Baltimore and
Washington, D.C. metropolitan areas.
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Stephen C.
Samaras
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56
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Owner of
Zymotic, Inc. since 1992, a jewelry store operating under the name
Zacharys Jewelers located in Annapolis, Maryland.
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Dale R. Watson
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54
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President of Alpha Engineering
Associates, Inc., a computer consulting company.
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J. Scott Wimbrow
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47
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Senior Vice President, MacKenzie Commercial Real
Estate Services LLC, a commercial real estate brokerage.
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6
Committees, Meetings and Procedures of the Board
of Directors
Meetings.
The Board of Directors of
the Company met five (5) times during 2008. All members of the Board of Directors
attended at least 75% of the meetings held by the Board of Directors and by all
committees on which such member served during the 2008 fiscal year or any
portion thereof.
Audit Committee.
The Board of Directors has a standing Audit
Committee. The Audit Committee is responsible for the selection, review and
oversight of the Companys independent accountants,
the approval of all
audit, review and attest services provided by the independent accountants,
the integrity of the Companys reporting
practices and the evaluation of the Companys internal controls and accounting
procedures. It also periodically reviews audit reports with the Companys
independent auditors. The Audit
Committee is currently comprised of Mr.
Hurtt (Chairman) and Messrs. Mitchell
and Richardson.
Each of the members of the Audit Committee is
independent, as determined under the definition of independence adopted by the
NASDAQ for audit committee members in Rule 4350(d)(2)(A). The Board of Directors has adopted a written
charter for the Audit Committee, a copy of which is included as Appendix A to
the Companys definitive proxy statement for the Annual Meeting of Shareholders
held on April 16, 2008. During 2008, the Audit Committee met six (6) times.
The Board of Directors has determined that Mr. Hurtt is an audit
committee financial expert as defined under regulations of the Securities and
Exchange Commission.
The Audit Committee is also responsible for the
pre-approval of all non-audit services provided by its independent
auditors. Non-audit services are only
provided by the Companys auditors to the extent permitted by law. Pre-approval is required unless a
de minimus
exception is met. To qualify for the
de minimus
exception, the aggregate amount of all such
non-audit services provided to the Company must constitute not more than five
percent of the total amount of revenues paid by the Company to its independent
auditors during the fiscal year in which the non-audit services are provided;
such services were not recognized by the Company at the time of the engagement
to be non-audit services; and the non-audit services are promptly brought to
the attention of the committee and approved prior to the completion of the
audit by the committee or by one or more members of the committee to whom
authority to grant such approval has been delegated by the committee.
Nominations.
The Board of Directors has
a standing nominating committee consisting of all of the members of the Board
of Directors who are independent directors
within the meaning of NASDAQ Rule 4200(a)(15).
The nominating
committee is responsible for the evaluation of nominees for election as
director, the nomination of director candidates for election by the
shareholders and evaluation of sitting directors.
The Board
of Directors has adopted a charter addressing the nominations process, a copy
of which is included as Appendix B to the Companys definitive proxy statement
for the Annual Meeting of Shareholders held on April 16, 2008.
The Board has not developed a
formal policy for the identification or evaluation of nominees.
In general, when the Board determines that
expansion of the Board or replacement of a director is necessary or
appropriate, the nominating committee will review, through candidate interviews
with members of the Board and management, consultation with the candidates
associates and through other means, a candidates honesty, integrity,
reputation in and commitment to the community, judgment, personality and
thinking style, willingness to invest in the Company, residence, willingness to
devote the necessary time, potential conflicts of interest, independence,
understanding of financial statements and issues, and the willingness and
ability to engage in meaningful and constructive discussion regarding Company
issues. The committee would review any special expertise, for example,
expertise that qualifies a person as an audit committee financial expert, and
membership or influence in a particular geographic or business target market,
or other relevant business experience. To date the Company has not paid any fee
to any third party to identify or evaluate, or to assist it in identifying or
evaluating, potential director candidates.
The nominating committee will consider director
candidates nominated by shareholders during such times as the Company is
actively considering obtaining new directors.
Candidates recommended by shareholders will be evaluated based on the
same criteria described above. Shareholders desiring to suggest a candidate for
consideration should send a letter to the Companys Secretary and include: (a) a
statement that the writer is a shareholder (providing evidence if the persons
shares are held in street name) and is proposing a candidate for consideration;
(b) the name and contact information for the candidate; (c) a
statement of the candidates business and educational experience; (d) information
regarding the candidates qualifications to be director, including but not
limited to an
7
evaluation of the
factors discussed above which the Board would consider in evaluating a
candidate; (e) information regarding any relationship or understanding
between the proposing shareholder and the candidate; (f) information
regarding potential conflicts of interest; and (g) a statement that the
candidate is willing to be considered and willing to serve as director if
nominated and elected.
Because of the limited resources of the Company and
the limited opportunity to seek additional directors, there is no assurance
that all shareholder proposed candidates will be fully considered, that all
candidates will be considered equally, or that the proponent of any candidate
or the proposed candidate will be contacted by the Company or the Board, and no
undertaking to do so is implied by the willingness to consider candidates
proposed by shareholders.
Compensation.
The Company established the Compensation
Committee of the Board of Directors during 2007.
The Compensation Committee is currently comprised of Mr.
Shenk (Chairman) and Messrs. Howlin,
Mitchell, Richardson and Watts.
Each of the members of the Committee is
independent, as determined under the definition of independence adopted by the
NASDAQ for board members in Rule 4200(a)(15).
The Committee determines all incentive
compensation payments as well as the compensation levels of executive officers.
The Committee presents its determinations to the Board of Directors for final
approval. The Board of Directors has
adopted a charter for the Committee. A copy of the current charter is attached
as Appendix A to this proxy statement.
To date, no compensation consultant has been engaged to assist the
Committee or the Board of Directors in connection with establishing executive
compensation. The President and Chief
Executive Officer plays no role in the determination of his compensation but
may make recommendations as to other senior officers compensation.
Shareholder
Communications.
Company shareholders who wish to communicate with the Board of Directors
or an individual director may write to CommerceFirst Bancorp, Inc., 1804
West Street, Suite 200, Annapolis, Maryland 21401, Attention: Candace M.
Springmann, Corporate Secretary. Your
letter should indicate that you are a shareholder, and whether you own your
shares in street name. Depending on the subject matter, management will: (a) forward
the communication to the director or directors to whom it is addressed; (b) handle
the inquiry directly or delegate it to appropriate employees, such as where the
communication is a request for information, a stock related matter, or a matter
related to ordinary course matters in the conduct of the Companys banking
business; or (c) not forward the communication where it is primarily
commercial or political in nature, or where it relates to an improper,
frivolous or irrelevant topic. Communications which are not forwarded will be
retained until the next Board meeting, where they will be available to all
directors. There is no assurance that all communications will receive a
response.
Director
Attendance at the Annual Meeting.
The Board believes it is important for all directors to attend the
Annual Meeting of Shareholders in order to show their support for the Company
and to provide an opportunity for shareholders to communicate any concerns to
them. Accordingly, it is the policy of the Company to encourage all directors
to attend each Annual Meeting of Shareholders unless they are unable to attend
by reason of personal or family illness or pressing matters. All of the Companys
sitting directors attended the 2008 Annual Meeting of Shareholders.
Audit Committee Report
The Audit Committee has been appointed to assist the
Board of Directors in fulfilling the Boards oversight responsibilities by
reviewing the financial information that will be provided to the shareholders
and others, the systems of internal controls established by management and the
Board and the independence and performance of the Companys audit process.
The Audit Committee has:
(1) reviewed and discussed with management the
audited financial statements included in the Companys Annual Report to
Shareholders and Annual report on Form 10-K;
(2) discussed with Trice Geary & Myers
LLC, the Companys independent auditors, the matters required to be discussed
by Statement of Auditing Standards No. 61
,
Communication with Audit Committees, as amended,
as adopted by the
Public Company Accounting Oversight Board in Rule 3200T; and
8
(3) has received the written disclosures and
letter from Trice Geary & Myers LLC as required by the applicable
requirements of the Public Company Accounting Oversight Board regarding the
independent accountants communications with the Audit Committee and discussed
with Trice Geary & Myers LLC its independence.
Based on these reviews and discussions, the Audit
Committee has recommended to the Board of Directors that the audited financial
statements be included in the Companys Annual Report on Form 10-K for the year
ended December 31, 2008. The Audit
Committee has also considered whether the amount and nature of non-audit
services provided by Trice Geary & Myers LLC is compatible with the auditors
independence.
Members of the Audit Committee: Charles L. Hurtt, Jr.,
CPA, Chairman; Robert Mitchell; John A. Richardson, Sr.
Directors Compensation
Name
|
|
Fees earned
or Paid in
Cash
|
|
All Other
Compensation
|
|
Total
|
|
Milton D.
Jernigan II
|
|
$
|
42,500
|
|
$
|
213
|
(1)
|
$
|
42,713
|
|
Edward B.
Howlin, Jr.
|
|
$
|
2,300
|
|
|
|
$
|
2,300
|
|
Charles L.
Hurtt, Jr., CPA
|
|
$
|
10,550
|
|
|
|
$
|
10,550
|
|
Robert R.
Mitchell
|
|
$
|
3,200
|
|
|
|
$
|
3,200
|
|
John A.
Richardson, Sr.
|
|
$
|
4,600
|
|
|
|
$
|
4,600
|
|
George C. Shenk,
Jr.
|
|
$
|
4,500
|
|
|
|
$
|
4,500
|
|
Lamont Thomas
|
|
|
|
$
|
52,000
|
(2)
|
$
|
52,000
|
|
Jerome A. Watts
|
|
$
|
2,500
|
|
|
|
$
|
2,500
|
|
(1)
|
|
Represents insurance premium.
|
(2)
|
|
Represents payment under his consulting agreement discussed below.
|
Directors of the Company and Bank received
compensation for membership on the Board or attendance at Board or committee
meetings in 2008. Directors of the Company and the Bank (excluding Messrs. Jernigan,
II, Morgan and Thomas) were paid $100 per meeting attended, except for Mr. Hurtt,
the Chair of the Audit Committee, who received $150 per meeting during the first
quarter of 2008 and $3,000 per quarter per the remaining three quarters of 2008
when serving in that capacity. The Company does not currently maintain any
plans pursuant to which stock options, restricted stock or other equity based
plans may be awarded to directors. The
Company does not maintain any pension, retirement or deferred compensation
plans in which directors may participate.
Under his employment agreement with the Company, Mr. Jernigan,
II received $42,500 in 2008 and is entitled to receive a 2009 base salary of
$42,500 and a term life insurance policy in the amount of $100,000 for service
as Chairman of the Boards of Directors of the Company and the Bank. He has previously been granted options to purchase
2,500 shares of common stock at an exercise price of $10.00 per share under his
agreement. He is also entitled to receive cash bonuses and additional grants of
options as determined by the Board of Directors. The term of Mr. Jernigans employment
agreement expires on August 15,
2009;
however, the agreement has been renewed for an additional five years ending August
15, 2014 under the same terms as the existing agreement. If the agreement is
terminated by the Company without cause, the Company will continue to pay his
annual compensation and benefits as severance compensation for a period of 12
months; i.e. $42,500 plus life insurance coverage as described above. In the
event of any change in control (as defined) of the Company, Mr. Jernigan, II
may continue his employment, execute a new employment agreement on mutually
agreeable terms or resign his employment. In the event that Mr. Jernigan, II
resigns or is terminated within 12 months of the change in control, Mr. Jernigan,
II will be entitled to the sum of twice the base salary and bonuses paid to him
during the 12 months immediately preceding the change in control. If Mr. Jernigan, II were entitled to receive
this payment as of December 31, 2008, he would have been entitled to receive
six equal monthly payments totaling approximately $85,000. For a period on one
year after termination of his employment, Mr. Jernigan, II has agreed that he
will not accept employment by or on behalf of any bank headquartered in Anne
Arundel County, Maryland, or in such capacity request or advise any present or
future investors, depositors or customers of the Company or the Bank to curtail
or discontinue their business with the Company or the Bank, or induce, or
attempt to induce, any
9
employee
of the Company or the Bank to terminate his employment with the Company or the
Bank. Mr. Jernigan, II would also be
subject to nondisparagement and nondisclosure obligations during this period.
In March 2007, the Company and Mr. Thomas amended his
employment agreement in recognition of Mr. Thomas retirement from the Company
and the desire to provide transition to a new COO/CFO. Following Mr. Thomas
retirement on December 31, 2007, Mr. Thomas will provide consulting services to
the Company for a four year term ending December 31, 2011. Mr. Thomass
compensation for these services will be $52,000 per year. He will continue to
serve on the Companys Board of Director (subject to expected shareholder
approval at appropriate annual meetings), the Banks Board of Directors and its
executive committee for the duration of the agreement, but will not receive
fees for Board service during the term of the consulting agreement. He has
previously been granted options to purchase 7,500 shares of common stock at an
exercise price of $10.00 per share under his agreement; such options are to
remain in force. The terms of Mr. Thomas employment agreement relating to
change in control payments remain in force through August 15, 2009, pursuant to
which Mr. Thomas could receive a lump sum payment of two times his base salary
and bonuses paid to him during the prior twelve month period immediately
preceding the change in control event (as defined). Under the amended
agreement, Mr. Thomas compensation during 2007 will be considered his compensation
for change in control purposes. If Mr. Thomas
were entitled to receive this payment as of December 31, 2008, he would have
been entitled to receive six equal monthly payments totaling approximately
$305,000.
Executive Officers Who Are Not Directors
Set forth below is certain information regarding
persons who are executive officers of the Company or the Bank and who are not
directors of the Company or the Bank.
Except as otherwise indicated, the occupation listed has been such
persons principal occupation for at least the last five years.
Michael T. Storm.
Mr. Storm, 58, has served as Executive Vice President, Chief
Operating Officer and Chief Financial officer of the Company and Bank since January
1, 2008, and served as Chief Financial Officer of the Company and Bank since September
12, 2007. Mr. Storm previously served as
Senior Vice President and Chief Financial Officer of CN Bancorp, Inc. and
County National Bank from 1998 until the acquisition of CN Bancorp by Sandy
Spring Bancorp, Inc. in May 2007. He had
served in that capacity since 1998. He
previously served as Executive Vice President and Chief Financial Officer of
Annapolis National Bank from 1990 to 1997.
Executive Compensation
The following table sets
forth a comprehensive overview of the compensation for Mr. Morgan, the
President and Chief Executive Officer of the Company and each other executive
officer who received total compensation of $100,000 or more during the fiscal
year ended December 31, 2008.
SUMMARY COMPENSATION TABLE
Name and Position
|
|
Year
|
|
Salary
|
|
Bonus
|
|
All Other
Compensation
|
|
Total
|
|
Richard
J. Morgan
|
|
2008
|
|
$
|
199,330
|
|
$
|
|
|
$
|
12,213
|
(1)
|
$
|
211,543
|
|
President and
CEO
|
|
2007
|
|
$
|
186,255
|
|
$
|
23,462
|
|
$
|
12,308
|
(1)
|
$
|
222,025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael
T. Storm
|
|
2008
|
|
$
|
140,000
|
|
$
|
|
|
$
|
6,500
|
(2)
|
$
|
146,501
|
|
Executive Vice
President, COO and CFO
|
|
|
|
|
|
|
|
|
|
|
|
10
(1)
Amount represents automobile allowance of
$5,980, company 401(k) match of $5,285 and life insurance premiums of $948 for
2008 and automobile allowance of $5,980, company 401(k) match of $5,380 and
life insurance premiums of $948 for 2007.
(2) Amount represents automobile allowance of
$6,500.
The Company does not currently maintain any plans pursuant to which
stock options or other equity based compensation awards may be granted to the
named executive officers. The Company
does not maintain any non-equity incentive plans or compensation programs
(other than discretionary bonuses), and does not maintain any defined benefit
retirement plans, or deferred compensation plans or arrangements.
Employment Agreements.
Mr. Morgan
has an employment agreement with the Company pursuant to which he serves as
President and Chief Executive Officer of the Bank. The employment agreement as
amended in January 2009, expires in August 2014 unless terminated sooner. Under his employment agreement, Mr. Morgan is
entitled to receive a 2009 base salary of $200,000 and a term life insurance
policy in the amount of $300,000. He has previously been granted options to
purchase 10,000 shares of common stock at an exercise price of $10.00 per share
under his agreement. Mr. Morgan is also
entitled to receive bonuses and additional grants of options as determined by
the Board of Directors, and to participate in all other health, welfare,
benefit, stock, option and bonus plans, if any, generally available to officers
or employees of the Company. Mr. Morgan is also entitled to the use of a leased
vehicle or a comparable vehicle allowance. If the employment agreement is
terminated by the Company without cause, the Company will continue to pay Mr. Morgan
his annual compensation and benefits as severance compensation for a period of
12 months, i.e. $200,000 plus cost of benefits approximating $12,000. In the
event of any change in control (as defined) of the Company, Mr. Morgan may
continue his employment, execute a new employment agreement on mutually
agreeable terms or resign his employment.
In the event that Mr. Morgan resigns or is terminated within 12 months
of the change in control, Mr. Morgan
will be
entitled to the sum of twice the base salary and bonuses paid to him during the
12 months immediately preceding the change in control. If Mr. Morgan were entitled to receive this
payment as of December 31, 2008, he would have been entitled to receive six
equal monthly payments totaling approximately $400,000. For a period on one
year after termination of his employment, Mr. Morgan has agreed that he will
not accept employment by or on behalf of any bank headquartered in Anne Arundel
County, Maryland, or in such capacity request or advise any present or future
investors, depositors or customers of the Company or the Bank to curtail or
discontinue their business with the Company or the Bank, or induce, or attempt
to induce, any employee of the Company or the Bank to terminate his employment
with the Company or the Bank. Mr. Morgan
would also be subject to nondisparagement and nondisclosure obligations during
this period.
Mr. Storm has an employment agreement under which he
serves as Executive Vice President and Chief Operating Officer and Chief
Financial Officer of the Company. Under his employment agreement, Mr. Storm is
entitled to receive a current base salary of $140,000 per year and a term life
insurance policy in the amount of $300,000.
Mr. Storm is also entitled to receive bonuses and to participate in all
health, welfare, benefit, stock, option and bonus plans, if any, generally
available to officers or employees of the Company. Mr. Storm is also entitled
to a vehicle allowance of $500 per month. The term of Mr. Storms employment
agreement expires on September 9, 2012 unless sooner terminated. If the agreement is terminated by the Company
without cause, the Company will continue to pay Mr. Storm his annual
compensation rate and benefits as severance compensation for a period of six (6)
months, i.e. $70,000 plus cost of benefits approximating $11,000. In the event
of any change in control (as defined) of the Company, Mr. Storm may continue
his employment, execute a new employment agreement on mutually agreeable terms
or resign his employment. In the event
that Mr. Storm resigns or is terminated within 12 months of the change in
control, then Mr. Storm
will be
entitled to twice his base salary, paid over a period of 12 months (the change
in control payment), provided that if the change in control occurs during
2009, he will be entitled to 20% of the change in control payment; if it occurs
during 2010, he will be entitled to 40% of the change in control payment; if it
occurs during 2011, he will be entitled to 60% of the change in control
payment; if it occurs during 2012, he will be entitled to 80% of the change in
control payment; and if it occurs in 2013 or beyond, he will be entitled to the
entire change in control payment. For a period on one year after termination of
his employment, Mr. Storm has agreed that he would be subject to
nondisparagement and nondisclosure obligations. Mr. Storm would not be entitled
to receive any payment in respect of a change of control as of December 31,
2008.
Employee Benefit Plans.
The Bank
provides a benefit program that includes health and dental insurance, life and
long term and short-term disability insurance and a 401(k) plan under which the
Company matches 50% of eligible employee contributions up to 6% of base salary.
11
|
|
Outstanding Option Awards
|
|
Name
|
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
|
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard J. Morgan
|
|
10,000
|
(1)
|
|
|
|
|
$
|
10.00
|
|
8/18/2010
|
|
|
|
6,072
|
(2)
|
|
|
|
|
$
|
10.00
|
|
8/27/2010
|
|
Michael T. Storm
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Represents options granted under named
executive officers employment contract, vesting in three installments ending
August 27, 2003.
(2)
Represents warrants granted in connection with
organization of the Company, which vested in three installments ending August
27, 2003.
The Company has never
maintained any plan for the award of equity based compensation other than stock
options or warrants. No options or
warrants were exercised by any named executive officer in 2008 and no options
held by such officers vested during 2008.
Certain Relationships and Related Transactions
The Bank has had, and expects to have in the future,
banking transactions in the ordinary course of business with some of the
Companys directors, officers, and employees and other related parties. In the past, substantially all of such
transactions have been on the same terms, including interest rates, maturities
and collateral requirements as those prevailing at the time for comparable
transactions with non-affiliated persons and did not involve more than the
normal risk of collectability or present other unfavorable features.
The Bank paid $148,085 during 2008 for various group
insurance benefits for which Mr. Watts will ultimately receive compensation.
The Bank also paid $58,841 during 2008 to a computer consulting firm of which Mr.
Watson is a principal. Expenditures
included computer hardware, software, installation, training, and support
services. Expenditures totaling less than $25,000 were paid to several entities
in which directors were principals during 2008. All of the above transactions
have been consummated on terms equivalent to those that prevail in arms length
transactions. The Audit Committee of the Company reviews related party
transactions in the course of its review of 10Q and 10K filings.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board of Directors has
selected Trice Geary & Myers LLC independent public accountants, to audit
the Companys financial statements for the fiscal year ending December 31,
2009. Trice Geary & Myers LLC has
audited the financial statements of the Company since its organization. Representatives of Trice Geary & Myers
LLC are expected to be present at the meeting and available to respond to
appropriate questions. The representatives also will be provided with an
opportunity to make a statement, if they desire.
12
Fees Paid to Independent Accounting Firm
Set forth below is a
schedule of fees billed, or to be billed, to the Company by Trice Geary &
Myers LLC during 2008 and 2007 by category of service.
|
|
2008
|
|
2007
|
|
Comments
|
|
|
|
|
|
|
|
Audit fees
|
|
$
|
50,860
|
|
$
|
47,000
|
|
Audit services and reviews of SEC filings
|
Audit-Related fees
|
|
9,720
|
|
|
|
Consulting re: SOX 404(a) compliance matters
|
Tax fees
|
|
2,000
|
|
2,000
|
|
Preparation of income and related tax returns
|
All Other fees
|
|
|
|
|
|
|
|
|
$
|
62,580
|
|
$
|
49,000
|
|
|
All services from the
independent accountants during 2008 and 2007 were pre-authorized and requested
by the Audit Committee of the Company prior to the services being performed. The
Audit Committee is required to approve all audit and non-audit services, if
any, provided by Trice Geary & Myers LLC prior to such services being
rendered. Non-audit services can only be provided by the Companys independent
accountant to the extent permitted by law. There were no services provided by
Trice Geary & Myers LLC pursuant to the
de
minimus
exception to the pre-approval requirement contained in the rules
of the Securities and Exchange Commission.
FORM 10-K ANNUAL REPORT
The Company will provide, without charge, to any
shareholder of record entitled to vote at the meeting or any beneficial owner
of common stock solicited hereby, a copy of its 2008 Annual Report on Form 10-K
filed with the Securities and Exchange Commission, upon the written request of
such shareholder. Requests should be directed to Candace M. Springmann,
Corporate Secretary, at the Companys executive offices, 1804 West Street,
Suite 200, Annapolis, Maryland 21401.
Important Notice Regarding the Availability of
Proxy Materials for the Shareholder Meeting to be Held on May 6, 2009.
This
Proxy Statement and our Annual Report to Shareholders for the year ended
December 31, 2008 is also available online at http:www.cfpproxy.com/5001.
COMPLIANCE WITH SECTION 16(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934
requires the Companys directors and executive officers, and persons who own
more than ten percent of the common stock, to file reports of ownership and
changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange
Commission, and to provide the Company with copies of all Forms 3, 4, and 5
they file.
Based solely upon the Companys review of the copies
of the forms which it has received and written representations from the Companys
directors, executive officers and ten percent shareholders, the Company is not
aware of any failure of any such person to comply with the requirements of Section
16(a), except that one Form 4 for Mr. Richardson reporting three transactions
was not filed in a timely manner..
OTHER MATTERS
The Board of Directors of the Company is not aware of
any other matters to be presented for action by shareholders at the
meeting. If, however, any other matters
not now known are properly brought before the meeting or any adjournment
thereof, the persons named in the accompanying proxy will vote such proxy in accordance
with their judgment on such matters.
13
SHAREHOLDER PROPOSALS
All shareholder proposals to be presented for
consideration at the next annual meeting and to be included in the Companys
proxy materials must be received by the Company no later than December 6, 2009.
Shareholder proposals for nominations for election as director must be received
by the Company no later than January 6, 2010. In order to be eligible for
consideration at the next annual meeting of shareholders, the Company must
receive notice of shareholder proposals for business other than the election of
directors to be conducted at the annual meeting which are not proposed to be
included in the Companys proxy materials not less than thirty and not more
than ninety days before the date of the annual meeting, or if less than forty
five days notice of the meeting is given, by the earlier of two days before the
meeting and fifteen days after the notice of the meeting is mailed.
|
By Order of the
Board of Directors
|
|
|
|
|
|
Candace M.
Springmann
|
|
Corporate
Secretary
|
|
|
|
|
April 6,
2009
|
|
14
APPENDIX A
COMMERCEFIRST BANCORP, INC.
COMPENSATION COMMITTEE CHARTER
Purpose
The primary purpose of
the Compensation Committee (the Committee) is to aid the Board of Directors
(the Board) in discharging its responsibilities relating to the compensation
of the Companys executive officers, including the chief executive officer. The
Committee has overall responsibility for evaluating and approving the Companys
compensation plans, policies and programs. The Committee is also responsible
for producing an annual report on executive compensation for inclusion in the
Companys proxy statement.
Membership
The Committee shall be
composed of at least three (3) members of the Board each of whom shall: (a) meet
the independence requirements of the NASDAQ Stock Market listing standards and
any other applicable laws, rules and regulations governing independence, as
determined by the Board; (b) qualify as non-employee directors as defined in Section
16 of the Securities Exchange Act of 1934; and (c) qualify as outside
directors under Section 162(m) of the Internal Revenue Code.
Structure
and Meetings
The chairperson of the
Committee will preside at each meeting of the Committee and in consultation
with the other members of the Committee, shall set the frequency and length of
each meeting and the agenda of items to be addressed at each meeting.
Duties
and Responsibilities
The Committee shall have
the duties, responsibilities and authority to:
·
Annually
review and determine (i) the annual compensation, including salary, bonus,
incentive and other compensation of the chief executive officer and chief
operating officer, and (ii) corporate goals and objectives relevant to
compensation of the chief executive officer and chief operating officer,
evaluate performance in light of these goals and objectives, approve
compensation in accordance therewith and provide a report thereon to the Board.
·
Annually
review and approve the amounts and terms of base salary, incentive compensation
and all other compensation for the Companys executive officers, and report the
Committees determination to the Board. In determining compensation, factors
which the Committee considers, may include, among other factors, the following:
overall performance in the fiscal year, income and earnings per share,
non-interest revenue and income, various expense control criteria, deposit
growth, loan production, customer satisfaction, customer retention sales and
referral revenues and development and expansion of the Companys product lines,
market areas and strategies.
·
Prepare,
or oversee the preparation of, and approve the annual Committee report on
executive compensation for inclusion in the Companys proxy statement.
·
Review
executive officer compensation in reference to Section 162(m) of the Internal
Revenue Code, as it may be amended from time to time, and any applicable laws, rules
and regulations.
·
Annually
review employee compensation strategies, benefits and equity programs.
A-1
·
Recommend
to the Board the compensation for directors (including retainer, committee and
committee chair fees, stock options and other similar items, as appropriate).
·
Review
and approve employment agreements, severance arrangements and change in control
agreements and provisions when, and if appropriate, as well as any special
supplemental benefits.
·
Review
and make recommendations to the Board with respect to incentive based
compensation plans and equity based plans, establish criteria for the terms of
awards granted to participants under such plans, grant awards in accordance
with such criteria and exercise all authority granted to the Committee under
such plans, or by the Board in connection with such plans.
·
Conduct
an annual review of the Committees performance, periodically assess the
adequacy of its charter and recommend changes to the Board as needed.
·
Regularly
report to the Board on the Committees activities.
·
Obtain
advice and assistance, as needed, from internal or external legal, accounting,
search firms, compensation specialists or other advisors, including the
retention, termination and negotiation of terms and conditions of the
assignment.
·
Perform
any other activities consistent with this Charter, the Companys By-laws and
governing law as the Committee or the Board deem appropriate.
·
Delegate
responsibility to subcommittees of the Committee as necessary or appropriate.
A-2
REVOCABLE PROXY
COMMERCEFIRST
BANCORP, INC.
This Proxy is solicited on behalf
of the Board of Directors
The undersigned hereby makes, constitutes and appoints
Tina Marie Jernigan and Katherine M. Burdon , and each of them (with the power
of substitution), proxies for the undersigned to represent and to vote, as
designated below, all shares of common stock of CommerceFirst Bancorp, Inc.
(the Company) which the undersigned would be entitled to vote if personally
present at the Companys Annual Meeting of Shareholders to be held on May 6,
2009 and at any adjournment or postponement of the meeting.
Election of Directors for a Three Year Term
Expiring in 2012
o
FOR
all nominees listed below
o
WITHHOLD
AUTHORITY to vote for all nominees listed below
o
FOR
all nominees, except as noted
Nominees: Robert R. Mitchell, Richard J. Morgan, George C. Shenk, Jr.
(Instructions:
To withhold authority to vote for any individual nominee, write that
nominees name in the space provided below.)
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned shareholder.
If no direction is made, this proxy will be voted
FOR
all of the nominees set forth above.
In addition, this proxy will be voted at the discretion of the proxy
holder(s) upon any other matter which may properly come before the meeting or
any adjournment or postponement of the meeting.
Important: Please date and sign
your name as addressed, and return this proxy in the enclosed envelope. When signing as executor, administrator, trustee,
guardian, etc., please give full title as such.
If the shareholder is a corporation, the proxy should be signed in the
full corporate name by a duly authorized officer whose title is stated.
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Signature of
Shareholder
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Signature of
Shareholder
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Dated:
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, 2009
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PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY
PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
o
Please
check here if you plan to attend the Annual Meeting.
Commercefirst Bancorp (NASDAQ:CMFB)
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Commercefirst Bancorp (NASDAQ:CMFB)
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