1)
|
Title of each class of securities
to which transaction
applies:
|
2)
|
Aggregate number of securities to
which transaction applies:
|
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):
|
4)
|
Proposed maximum aggregate value
of transaction:
|
5)
|
Total fee
paid:
|
1)
|
Amount Previously
Paid:
|
2)
|
Form Schedule or Registration
Statement No.:
|
3)
|
Filing
Party:
|
4)
|
Date
Filed:
|
Very
truly yours,
Hans
R. Ganz
Chief
Executive Officer
|
TIME
|
9:00
a.m. local time
|
|
DATE
|
April
22, 2009
|
|
PLACE
|
5540
Sweetwater Road, Bonita, California
|
|
ITEMS
OF BUSINESS
|
(1)
|
To
elect two directors, each for a term of three years.
|
(2)
|
An
advisory (non-binding) vote on executive compensation.
|
|
(3)
|
To
transact any other business that may properly come before the meeting and
any adjournment or postponement of the meeting.
|
|
RECORD
DATE
|
Holders
of record of the Company's common stock at the close of business on March
13, 2009 will be entitled to vote at the meeting or any adjournment of the
meeting.
|
|
ANNUAL
REPORT
|
The
Company's Annual Report to Shareholders is enclosed.
|
|
PROXY
VOTING
|
It
is important that your shares be represented and voted at the
meeting. You can vote your shares by completing and returning
the enclosed proxy card. Regardless of the number of
shares you own, your vote is very important. Please act
today.
|
BY
ORDER OF THE BOARD OF DIRECTORS
HANS
R. GANZ
Chief
Executive Officer
|
INTRODUCTION
|
1
|
|
INFORMATION
ABOUT THE ANNUAL MEETING
|
1
|
|
What
is the purpose of the annual meeting?
|
1
|
|
Who
is entitled to vote?
|
2
|
|
What
if my shares are held in "street name" by a broker?
|
2
|
|
What
if my shares are held in the Company's Employee Stock Ownership
Plan?
|
2
|
|
How
many shares must be present to hold the meeting?
|
2
|
|
What
if a quorum is not present at the meeting?
|
2
|
|
How
do I vote?
|
3
|
|
Can
I change my vote after I submit my proxy?
|
3
|
|
How
does the Board of Directors recommend I vote on the
proposals?
|
3
|
|
What
if I do not specify how my shares are to be voted?
|
3
|
|
Will
any other business be conducted at the meeting?
|
3
|
|
How
many votes are required to elect the director nominees?
|
4
|
|
What
happens if a nominee is unable to stand for election?
|
4
|
|
How
will abstentions be treated?
|
4
|
|
How
will broker non-votes be treated?
|
4
|
|
STOCK
OWNERSHIP
|
5
|
|
Stock
Ownership of Significant Shareholders, Directors and Executive
Officers
|
5
|
|
Section
16(a) Beneficial Ownership Reporting Compliance
|
7
|
|
PROPOSAL
1 - ELECTION OF DIRECTORS
|
7
|
|
General
|
7
|
|
Nominees
|
7
|
|
BOARD
OF DIRECTORS' MEETINGS AND COMMITTEE AND CORPORATE GOVERNANCE
MATTERS
|
9
|
|
Board
Meetings, Independence and Ethics Code
|
9
|
|
Board
Committee Attendance and Charters
|
9
|
|
Executive
Committee
|
9
|
|
Audit
Committee
|
10
|
|
Nominating
Committee
|
10
|
|
Compensation
Committee
|
12
|
|
Compensation
Committee Interlocks and Insider Participation
|
12
|
|
REPORT
OF THE COMPENSATION COMMITTEE
|
13
|
|
COMPENSATION
OF EXECUTIVE OFFICERS
|
14
|
|
Compensation
Discussion and Analysis
|
14
|
|
Overview
|
14
|
|
SUMMARY
COMPENSATION TABLE
|
17
|
|
COMPONENTS
OF EXECUTIVE COMPENSATION
|
18
|
|
2003
Recognition and Retention Plan and 2003 Stock Option and Incentive
Plan
|
19
|
|
OUTSTANDING
EQUITY AWARDS AT DECEMBER 31, 2008
|
21
|
|
OPTIONS
EXERCISES AND STOCK VESTED
|
22
|
|
Other
Tax Considerations and Accounting Considerations
|
22
|
|
Post-Employment
Compensation
|
22
|
|
PREDECESSOR
DEFERRED COMPENSATION PLAN AT DECEMBER 31, 2008
|
23
|
|
Potential
Termination and Change-in-Control Payments
|
23
|
|
POTENTIAL
PAYMENTS UNDER RETENTION AGREEMENTS
|
25
|
|
DIRECTOR
COMPENSATION
|
25
|
|
Overview
of Director Compensation and Procedures
|
25
|
|
Business
Relationships and Transactions with Executive Officers,
|
||
Directors
and Related Persons
|
28
|
|
Report
of the Audit Committee
|
28
|
|
Registered
Public Accounting Firm
|
30
|
|
PROPOSAL
2 - ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION
|
30
|
|
OTHER
MATTERS
|
31
|
|
ADDITIONAL
INFORMATION
|
31
|
|
Proxy
Solicitation Costs
|
31
|
|
Shareholder
Proposals for Annual Meeting for Year Ending December 31,
2009
|
31
|
|
1.
|
You
may vote by mail. If you properly complete and sign the
accompanying proxy card and return it in the enclosed envelope, it will be
voted in accordance with your
instructions.
|
|
2.
|
You
may vote in person at the meeting. If you plan to attend the
annual meeting and wish to vote in person, we will give you a ballot at
the annual meeting. Note, however, that if your shares are held
in the name of your broker, bank or other nominee, you will need to obtain
a proxy from the holder of your shares indicating that you were the
beneficial owner of those shares on March 13, 2009, the record date for
voting at the meeting. You are encouraged to vote by proxy
prior to the meeting even if you plan to attend the
meeting.
|
|
•
|
signing
another proxy with a later date;
|
|
•
|
giving
written notice of the revocation of your proxy to the Company's Secretary
prior to the annual meeting; or
|
|
•
|
voting
in person at the annual meeting. Your proxy will not be
automatically revoked by your mere attendance at the meeting; you must
actually vote at the meeting to revoke a prior
proxy.
|
|
•
|
any
persons or entities known by management to beneficially own more than five
percent of the outstanding shares of Company common
stock;
|
|
•
|
each
director and director nominee of the
Company;
|
|
•
|
each
executive officer of the Company and the Bank named in the "Summary
Compensation Table" appearing below;
and
|
|
•
|
all
of the executive officers and directors of the Company and the Bank as a
group.
|
Name
of Beneficial Owner
|
Beneficial
Ownership
|
Percent
of
Common
Stock
Outstanding
|
||
Significant
Shareholders
|
||||
Investors
of America Limited Partnership
First
Capital America, Inc.
James
F. Dierberg, Trustee of the James F. Dierberg Living Trust
James
F. Dierberg II
135
North Meramec
Clayton, Missouri
63105(1)
|
437,980
|
10.0%
|
||
First
Manhattan Co.
437
Madison Avenue
New York,
NY 10022(2)
|
221,549
|
5.1%
|
||
Seymour
Holtzman
Evelyn
Holtzman
Jewelcor
Management, Inc.
S.H.
Holdings, Inc.
Jewelcor
Inc.
Holtzman
Opportunity Fund, L.P.
SH
Independence LLC
Holtzman
Financial Advisors, LLC
Jewelcor
Investments, LLC
c/o
Jewelcor Companies
100
N. Wilkes Barre Blvd.
Wilkes Barre,
PA 18702(3)
|
303,493
|
6.9%
|
||
First
PacTrust Bancorp, Inc. 401(k) Employee Stock Ownership Plan
610
Bay Boulevard
Chula Vista,
CA 91910(4)
|
438,956
|
10.3%
|
||
Directors
and Named Executive Officers(5)
|
||||
Alvin
L. Majors, Chairman of the Board
|
92,395
|
2.16%
|
||
Hans
R. Ganz, President, Chief Executive Officer and Director
|
245,700
|
5.60%
|
||
Francis
P. Burke, Director
|
78,696
|
1.84%
|
||
Kenneth
W. Scholz, Director
|
80,497
|
1.88%
|
||
Donald
M. Purdy, Director
|
77,956
|
1.82%
|
||
Donald
A. Whitacre, Director
|
70,050
|
1.64%
|
||
James
P. Sheehy, Executive Vice President, Secretary and
Treasurer
|
85,576
|
1.99%
|
||
Melanie
M. Yaptangco, Executive Vice President, Lending
|
109,079
|
2.54%
|
||
Directors
and executive officers of First PacTrust Bancorp, Inc.
as a group (11
persons)(6)
|
992,840
|
21.25%
|
(1)
|
As
reported by Investors of America Limited Partnership, First Capital
America, Inc., James F. Dierberg, Trustee, and James F. Dierberg II in an
amendment to Schedule 13D dated January 22, 2008. Investors of
America Limited Partnership reported sole voting and investment power over
122,000 shares. First Capital America, Inc. reported sole
voting and investment power over 268,000 shares. James F.
Dierberg, Trustee, reported sole voting and investment power
over 43,680 shares and James F. Dierberg II reported sole
voting and investment power over 4,300
shares.
|
(2)
|
As
reported by First Manhattan Co. in an amended Schedule 13G
dated February 9, 2009. First Manhattan Co. reported sole
voting power over 202,103 shares, shared voting power over 0 shares, sole
investment power over 202,103 shares and shared investment power over
19,446 shares.
|
(3)
|
The
above information regarding beneficial ownership by Seymour Holtzman,
Evelyn Holtzman, Jewelcor Management, Inc., S.H. Holdings, Inc. and
Jewelcor Inc. was reported by them in an amendment to Schedule 13D dated
February 2, 2007. Seymour Holtzman reported sole voting and
sole dispositive power over 303,493 shares and shared voting and shared
dispositive power over 0 shares. Evelyn Holtzman reported sole
voting and sole dispositive power over 0 shares and shared voting and
shared dispositive power over 0 shares. Jewelcor Management,
Inc. reported sole voting and sole dispositive power over 274,793 shares
and shared voting and shared dispositive power over 0
shares. S.H. Holdings, Inc. reported sole voting and sole
dispositive power over 0 shares and shared voting and shared dispositive
power over 0 shares. Jewelcor Inc. reported sole voting and
sole dispositive power over 0 shares and shared voting and shared
dispositive power over 0 shares. Holtzman Opportunity Fund,
L.P. reported sole voting and sole dispositive
power
|
|
over
28,700 shares and shared voting and shared dispositive power over 0
shares. SH Independence, LLC reported sole voting and sole
dispositive power over 28,700 shares and shared voting and shared
dispositive power over 0 shares. Holtzman Financial Advisors, LLC reported
sole voting and sole dispositive power over 28,700 shares and shared
voting and shared dispositive power over 0 shares. Jewelcor Investments,
LLC reported sole voting and sole dispositive power over 28,700 shares and
shared voting and shared dispositive power over 0
shares.
|
(4)
|
The
amount reported represents shares held by the 401(k) employee stock
ownership plan ("KSOP"), 247,580 of which have been allocated to the
accounts of participants under the employee stock ownership portion of the
KSOP. National Trust Management Services, Inc., the trustee of
the employee stock ownership plan, may be deemed to beneficially own the
shares held by the employee stock ownership plan portion of the
KSOP.
|
(5)
|
Includes
shares held directly, as well as shares held jointly with certain family
members, shares held in retirement accounts, held in a fiduciary capacity,
held by certain of the individual's or group members' families, or held by
trusts of which the individual or group member is a trustee or substantial
beneficiary, with respect to which shares the individual or group member
may be deemed to have sole or shared voting and/or investment
powers. Included in the shares beneficially owned by the listed
individuals are currently exercisable options to purchase shares of First
PacTrust Bancorp common stock as
follows:
|
Mr.
Majors - 26,450
|
Mr.
Scholz - 26,450
|
Mr.
Sheehy - 40,000
|
|||
Mr.
Ganz - 132,250
|
Mr.
Purdy - 26,450
|
Ms.
Yaptangco - 43,600
|
|||
Mr.
Burke - 26,450
|
Mr.
Whitacre - 26,450
|
(6)
|
This
amount includes 421,396 shares of common stock subject to currently
exercisable options held by directors and executive
officers.
|
Nominees
for Election as Directors for Three-Year
Terms
Expiring at the 2012 Annual Meeting
|
||
Director,
Year First Became
Director
of Company(1)
|
Age(2)
|
Principal
Occupation and Business Experience
|
Hans
R. Ganz, 2000
|
54
|
Mr.
Ganz has been President and Chief Executive Officer of Pacific Trust Bank,
and its predecessor since 1995, and a Director since 2000. He
has been employed with Pacific Trust Bank and its predecessor in various
other capacities since 1992.
|
Donald
M. Purdy, 1998
|
77
|
Mr.
Purdy is currently retired. He served as Senior Vice President
- Commercial Business for Rohr, Inc., Chula Vista, CA, from 1989 to1994,
and was employed by Rohr, Inc. in various capacities for a period of 43
years.
|
Directors
Continuing in Office
|
||
Terms
Expiring at the 2010 Annual Meeting
|
||
Alvin
L. Majors, 1985
|
68
|
Mr.
Majors is currently retired. Prior to his retirement, he was employed by
Rohr, Inc. for 26 years, with his last title being Vice President and
Controller. Prior to joining Rohr, Inc., Mr. Majors worked for
Deloitte for five years.
|
Donald
A. Whitacre, 2001
|
55
|
Mr.
Whitacre is Chief Executive Officer of D.A. Whitacre Construction, Inc., a
commercial framing construction company located in El Cajon,
California. He has operated this company since
1978.
|
Terms
Expiring at the 2011 Annual Meeting
|
||
Francis
P. Burke, 1994
|
69
|
Mr.
Burke is currently retired. He retired from Rohr, Inc. as Vice
President of Airline Support in 1997 after over 20 years of service in
various positions, including Vice President, System Management, Program
Manager, and Director, G.E./CFMI Programs, and with Rohr Marine, Inc. as
Vice President and Surface Effect Ship Program Manager. He
previously served six years as Executive Vice President of RMI, Inc.,
responsible for Business Development, Programs & Technology and
Operations.
|
Kenneth
W. Scholz, 1998
|
59
|
Mr.
Scholz is Finance Director of Goodrich Aerostructures, an aerospace
manufacturing company located in Chula Vista, California. He
has served in this capacity since 1997, and in various other capacities
for Goodrich Aerostructures since
1974.
|
|
•
|
approving
non-audit and audit services to be performed by the registered public
accounting firm;
|
|
•
|
reviewing
and approving all related party transactions for potential conflict of
interest situations;
|
|
•
|
reviewing
and assessing the adequacy of the Audit Committee charter on an annual
basis;
|
|
•
|
reviewing
significant financial information for the purpose of giving added
assurance that the information is accurate and timely and that it includes
all appropriate financial statement
disclosures;
|
|
•
|
ensuring
the existence of effective accounting and internal control systems,
and
|
|
•
|
overseeing
the entire audit function of the Company, both internal and
independent.
|
|
(i)
|
recommend
to the Board the appropriate size of the Board and assist in identifying,
interviewing and recruiting candidates for the
Board;
|
|
(ii)
|
recommend
candidates (including incumbents) for election and appointment to the
Board of Directors, subject to the provisions set forth in the Company's
certificate of incorporation and bylaws relating to the nomination or
appointment of directors, based on the following criteria: business
experience, education, integrity and reputation, independence, conflicts
of interest, diversity, age,
|
|
|
number
of other directorships and commitments (including charitable obligations),
tenure on the Board, attendance at Board and committee meetings, stock
ownership, specialized knowledge (such as an understanding of banking,
accounting, marketing, finance, regulation and public policy) and a
commitment to the Company's communities and shared values, as well as
overall experience in the context of the needs of the Board as a
whole;
|
|
(iii)
|
review
nominations submitted by shareholders, which have been addressed to the
Corporate Secretary, and which comply with the requirements of the
Company's articles of incorporation and bylaws. Nominations
from shareholders will be considered and evaluated using the same criteria
as all other nominations;
|
|
(iv)
|
annually
recommend to the Board committee assignments and committee chairs on all
committees of the Board, and recommend committee members to fill vacancies
on committees as necessary,
and
|
|
(v)
|
perform
any other duties or responsibilities expressly delegated to the Committee
by the Board.
|
|
(i)
|
as
to each person whom a shareholder proposes to nominate for election as a
director:
|
|
•
|
all
information relating to the proposed nominee that is required to be
disclosed in the solicitation of proxies for election as directors or is
otherwise required pursuant to Regulation 14A under the Securities
Exchange Act of 1934.
|
|
(ii)
|
as
to the shareholder giving the
notice:
|
|
•
|
name
and address of the shareholder as they appear on the Company's
books;
|
|
•
|
number
of shares of the Company's common stock beneficially owned by the
shareholder.
|
|
·
|
performance
against corporate and individual objectives for the previous year, and
relative to pertinent economic, interest rate and competitive environment
factors;
|
|
·
|
difficulty
of achieving desired results in the coming
year;
|
|
·
|
value
of their unique skills and capabilities to support long-term performance
of the company;
|
|
·
|
performance
of their general management responsibilities;
and
|
|
·
|
contribution
as a member of the executive management
team.
|
|
·
|
corporate
earnings per our financial plan;
|
|
·
|
customer
satisfaction; and
|
|
·
|
achievement
of our strategic objectives.
|
|
·
|
Our
executive officers entered into agreements and executed waivers consenting
to the restrictions and limitations required by the TARP Program
rules;
|
|
·
|
The
Committee conducted a review of our incentive programs from a risk
perspective and concluded they do not encourage unnecessary or excessive
risk; and
|
|
·
|
The
tax deductibility of a portion of the compensation earned by certain of
our named executive officers was
limited.
|
|
·
|
A
prohibition on paying or accruing bonus, incentive or retention
compensation for the most highly compensated employee, other than certain
awards of long-term restricted stock or bonuses payable under existing
employment agreements;
|
|
·
|
A
prohibition on making any payments to the five highest paid executive
officers and the next five most highly compensated employees for departure
from the Company other than compensation earned for services rendered or
accrued benefits;
|
|
·
|
Subjecting
bonus, incentive and retention payments made to the five highest paid
executive officers and the next 20 most highly compensated employees to
repayment (clawback) if based on statements of earnings, revenues, gains
or other criteria that are later found to be materially
inaccurate;
|
|
·
|
A
prohibition on any compensation plan that would encourage manipulation of
reported earnings;
|
|
·
|
Establishment
by the Board of Directors of a company-wide policy regarding excessive or
luxury expenditures including office and facility renovations, aviation or
other transportation services and other activities or events that are not
reasonable expenditures for staff development, reasonable performance
incentives or similar measures in the ordinary course of
business;
|
|
·
|
Submitting
a "say-on-pay" proposal to a non-biding vote of shareholders at future
annual meetings, whereby shareholders vote to approve the compensation of
executives as disclosed pursuant to the executive compensation disclosures
included in the proxy statement. Such a proposal will be
presented at the Meeting, as described in this Proxy Statement under
"Proposal II: Advisory (Non-Binding) Vote on Executive Compensation;
and
|
|
·
|
A
review by the U.S. Department of Treasury of any bonus, retention awards
or other compensation paid to the five highest paid executive officers and
the next 20 most highly compensated employees prior to February 17, 2009
to determine if
|
|
such
payments were excessive and negotiate for the reimbursement of such excess
payments.
|
Name
and Principal Position
|
Year
|
Salary
|
Bonus
(1)
|
Stock
Awards
(2)
|
Option
Awards
(3)
|
Non-Equity
Incentive
Plan
Compensation
|
Change
in Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings
|
All
Other
Compensation
(4)
|
Total
|
|||
Hans
R. Ganz
President
and CEO
|
2008
|
$258,603
|
$56,000
|
$ 78,610
|
$41,805
|
$
---
|
$
---
|
$41,533
|
$476,551
|
|||
2007
|
$242,864
|
$40,000
|
$175,562
|
$84,238
|
$
---
|
$
---
|
$68,178
|
$610,842
|
||||
2006
|
$244,520
|
$78,204
|
$175,562
|
$68,436
|
$
---
|
$
---
|
$96,879
|
$663,601
|
||||
James
P. Sheehy
EVP,
Secretary and Treasurer
|
2008
|
$143,631
|
$13,000
|
$
31,417
|
$13,354
|
$
---
|
$
---
|
$26,403
|
$227,805
|
|||
2007
|
$141,088
|
$ 8,000
|
$
63,734
|
$26,368
|
$
---
|
$
---
|
$46,018
|
$285,208
|
||||
2006
|
$136,311
|
$15,361
|
$
63,734
|
$21,579
|
$
---
|
$
---
|
$65,355
|
$302,340
|
||||
Melanie
M. Yaptangco
EVP
– Lending
|
2008
|
$149,574
|
$15,000
|
$
39,046
|
$16,504
|
$
---
|
$
---
|
$28,958
|
$249,082
|
|||
2007
|
$148,902
|
$13,000
|
$
71,363
|
$29,518
|
$
---
|
$
---
|
$51,371
|
$314,154
|
||||
2006
|
$146,434
|
$23,907
|
$
71,363
|
$24,487
|
$
---
|
$ ---
|
$71,403
|
$337,594
|
||||
(1)
|
Represents
each executive officer’s bonus to be paid as provided for under the terms
of the annual management incentive plan. Refer below for more
details.
|
|||||||||||
(2)
|
Reflects
the dollar amounts recognized for financial statement reporting purposes
for the years ended December 31, 2006, 2007 and 2008, in accordance with
FAS 123R, of restricted stock awarded under our 2003 Recognition and
Retention Plan and thus may include amounts from awards granted in and
prior to 2006, 2007 and 2008. The assumptions used in the
calculation of these amounts are included in Note 14 of the
Notes to consolidated Financial Statements contained in our Annual Report
on Form 10-K filed with the Securities and Exchange Commission on March 6,
2009.
|
|||||||||||
(3)
|
Reflects
the dollar amounts recognized for financial statement reporting purposes
for the years ended December 31, 2006, 2007 and 2008, in accordance with
FAS 123R, of stock options awarded under our 2003 Stock Option and
Incentive Plan and thus may include amounts from awards granted in and
prior to 2006, 2007 and 2008. The assumptions used in the
calculation of these amounts are included in Note 13 of the Notes to
consolidated Financial Statements contained in our Annual Report on Form
10-K filed with the Securities and Exchange Commission on March 6,
2009.
|
|||||||||||
(4)
|
Amounts
shown include (a) the market value as of 12/31/2006, 12/31/2007 and
12/31/2008, respectively, of ESOP awards allocated to each named executive
officer for 2007; (b) the amount of dividends earned on the unvested
portion of previously awarded shares of common stock under the Company’s
2003 Recognition and Retention Plan; and (c) the matching
contributions made to the 401(k) savings plan on behalf of the named
executive officers.
|
Option
Awards
|
Stock
Awards
|
||||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)(1)
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
(1)
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
(2)
|
Option
Expiration
Date
(3)
|
Number
of
Shares
or
Units
of
Stock
that
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Units
of
Stock
that
Have
Not Vested
($)
|
Equity
Incentive Plan Awards: Number of unearned Shares, units or Other Rights
That Have Not Vested ($)
|
Equity
Incentive Plan Awards: market or payout Value of Unearned Shares, Units or
Other Rights that Have Not Vested ($)
|
||||
Hans
R. Ganz, President and CEO
|
100,000
|
---
|
---
|
$
|
17.19
|
4/24/2013
|
1,580
|
$ 15,247
|
---
|
---
|
|||
25,800
|
6,450
|
---
|
$
|
20.29
|
4/21/2014
|
---
|
---
|
---
|
---
|
||||
James
P. Sheehy, EVP - Secretary and Treasurer
|
33,000
|
---
|
---
|
$
|
17.19
|
4/24/2013
|
800
|
$ 7,720
|
---
|
---
|
|||
3,200
|
800
|
---
|
$
|
20.29
|
4/21/2014
|
---
|
---
|
---
|
---
|
||||
1,800
|
1,200
|
---
|
$
|
26.45
|
1/25/2015
|
---
|
---
|
||||||
---
|
3,000
|
---
|
$
|
17.00
|
1/22/2018
|
---
|
---
|
||||||
---
|
---
|
||||||||||||
Melanie
M. Yaptangco, EVP - Lending
|
33,000
|
---
|
---
|
$
|
17.19
|
4/24/2013
|
1,200
|
$ 11,580
|
|||||
4,800
|
1,200
|
---
|
$
|
20.29
|
4/21/2014
|
---
|
---
|
---
|
---
|
||||
3,000
|
2,000
|
---
|
$
|
26.45
|
1/25/2015
|
---
|
---
|
---
|
---
|
||||
---
|
3,000
|
---
|
$
|
17.00
|
1/22/2018
|
---
|
---
|
---
|
---
|
(1)
|
Options
become exercisable in five equal annual installments beginning on the
first anniversary date of grant.
|
(2)
|
The
exercise price of the stock option awards is equal to the grant day’s
closing price of the common stock as reported by
NASDAQ.
|
(3)
|
The expiration date
of each option occurs 10
years after the date of grant of each
option.
|
Option
Awards
|
Stock
Awards
|
|||||||
Name
|
Number
of
Shares
Acquired
on
Exercise
(#)
|
Value
Realized
on
Exercise
($)(1)
|
Number
of
Shares
Acquired
on
Vesting
(#)
|
Value
Realized
on
Vesting
($)
|
||||
Hans
R. Ganz, President and CEO
|
---
|
---
|
10,580
|
172,129
|
||||
James
P. Sheehy, EVP - Secretary & Treasurer
|
---
|
---
|
3,800
|
61,900
|
||||
Melanie
M. Yaptangco, EVP - Lending
|
---
|
---
|
4,200
|
68,520
|
Name
|
Interest
Earned
During
2008
|
Balance
at
12/31/2008
|
|||
Hans
R. Ganz, CEO
|
$3,044
|
$55,810
|
|||
James
P. Sheehy, EVP - Secretary & Treasurer
|
$1,217
|
$22,323
|
|||
Melanie
M. Yaptangco, EVP - Lending
|
$1,217
|
$22,323
|
Within
12 Months of
a
Change in Control
|
Following
12 Months
and
Within 36 Months
of
a Change in Control
|
|||||||||||||||||||||||
Name
|
Salary
& Bonus
(1)
|
Benefits
(2)
|
Outplacement
Services
|
Total
|
Salary
& Bonus
(1)
|
Benefits
(2)
|
Outplacement
Services
|
Total
|
||||||||||||||||
Hans
R. Ganz, President
and
CEO
|
$
|
1,654,376
|
$
|
41,464
|
$
|
---
|
$
|
1,695,840
|
$
|
1,654,376
|
$
|
16,386
|
$
|
---
|
$
|
1,670,762
|
||||||||
James
P. Sheehy, EVP –
Secretary
and Treasurer
|
$
|
460,076
|
$
|
26,067
|
$
|
---
|
$
|
486,142
|
$
|
460,076
|
$
|
11,467
|
$
|
---
|
$
|
471,543
|
||||||||
Melanie
M. Yaptangco, EVP - Lending
|
$
|
509,034
|
$
|
21,427
|
$
|
---
|
$
|
530,461
|
$
|
509,034
|
$
|
6,155
|
$
|
---
|
$
|
515,188
|
(1)
|
Consists
of change in control severance agreement amounts, plus accrued vacation
time for each officer as of December 31, 2008 based on their salary pay
rate as of that date.
|
|||||
(2)
|
Consists
of vesting value for unvested portion of SOP and RRP plans based on the
per share stock price as of 12/31/08 as follows:
|
|||||
Within
Twelve Months
|
After
Twelve Months
|
|||||
RRP
|
SOP
|
RRP
|
SOP
|
|||
Hans
R. Ganz
|
$15,247
|
$ ---
|
$ ---
|
$ ---
|
||
James
P. Sheehy
|
$ 7,720
|
$ ---
|
$ ---
|
$ ---
|
||
Melanie
M. Yaptangco
|
$11,580
|
$ ---
|
$ ---
|
$ ---
|
||
Amount
also includes health, dental and vision insurance coverage. The value is
based upon the type of insurance coverage we carried for each executive
officer as of December 31, 2008 and is valued at the premiums in effect on
December 31,
2008.
|
|
·
|
publicly
available data describing director compensation in peer
companies;
|
|
·
|
survey
data collected by our Company’s executive officers;
and
|
|
·
|
information
obtained directly from other
companies.
|
Per Meeting Fee
|
Annual Fee
|
Chairman's Fee
|
|
Executive
Committee
|
$1,000
|
50%
- $500/meeting
|
|
Audit
Committee
|
600
|
50%
- $300/meeting
|
|
Compensation
Committee
|
600
|
50%
- $300/meeting
|
|
Nominating
Committee
|
500
|
N/A
|
|
Loan
Committee
|
none
|
$2,000
|
50%
- $1,000/year
|
Technology
Committee
|
none
|
1,200
|
50%
- $ 600/year
|
Facilities
Committee
|
none
|
2,000
|
50%
- $1,000/year
|
Name
(1)
|
Fees
Earned or Paid in Cash
($)
|
Stock Awards
($)
(2)
|
Option Awards
($)
(3)
|
Non-Equity
Incentive Plan Compensation
($)
|
Change
in Pension Value and Nonqualified Deferred Compensation
Earnings
($)
|
All
Other Compensation
($)
(4)
|
Total
($)
|
|||||||
Alvin
L. Majors
|
16,933
|
34,360
|
---
|
---
|
---
|
477
|
51,770
|
|||||||
Francis
P. Burke
|
11,867
|
34,360
|
---
|
---
|
---
|
477
|
46,704
|
|||||||
Donald
M. Purdy
|
12,400
|
34,360
|
---
|
---
|
---
|
477
|
47,237
|
|||||||
Kenneth
Scholz
|
12,200
|
34,360
|
---
|
---
|
---
|
477
|
47,037
|
|||||||
Donald
A. Whitacre
|
10,000
|
34,360
|
---
|
---
|
---
|
477
|
44,837
|
1
|
Mr.
Hans R. Ganz, a director of our company, has been omitted from this table
since he receives no compensation for serving on our
board.
|
2
|
No
options were awarded during 2008, and no options were exercised by any
director during 2008.
|
3
|
As
of December 31, 2008, outstanding options total as follows: Mr.
Majors - 25,160 vested, 1,290 unvested; Mr. Burke - 25,160 vested, 1,290
unvested; Mr. Purdy - 25,160 vested, 1,290 unvested; Mr. Scholz
- 25,160 vested, 1,290 unvested; Mr. Whitacre - 26,450 vested, 0
unvested.
|
4
|
Dividends
earned during 2008 on unvested stock
awards.
|
Year Ended December 31,
|
||
2008
|
2007
|
|
Audit
Fees
|
$ 62,000
|
$ 91,500
|
Audit
Related Fees (1)
|
$153,700
|
$177,500
|
Tax
Fees (2)
|
$ 13,150
|
$ 18,800
|
All
Other Fees (3)
|
$ 31,233
|
$ 40,350
|
FOR
|
WITHHOLD
|
FOR
ALL
EXCEPT
|
|||||
I.
|
The
election of Hans R. Ganz
and Donald M.
Purdy as directors of First PacTrust Bancorp, Inc. for a term of
three years.
|
o
|
o
|
o
|
|||
Instructions:
To vote for both nominees mark the box "FOR" with an "X". To
withhold your vote for both nominees mark the box "WITHHOLD" with an
"X". To withhold your vote for an individual nominee mark the
box "FOR ALL EXCEPT" with an "X" and write the name of the nominee on the
following line for whom you wish to withhold your vote.
|
|||||||
FOR
|
AGAINST
|
ABSTAIN
|
|||||
II.
|
The
advisory (non-binding) resolution to approve our executive compensation as
disclosed in the accompanying proxy statement.
|
o
|
o
|
o
|
THIS
PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE PROPOSALS STATED. IF ANY OTHER
BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE
NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT
TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT
THE MEETING.
|
Dated:
|
______________________
|
|||
______________________
PRINT
NAME OF SHAREHOLDER
|
______________________
PRINT
NAME OF SHAREHOLDER
|
|||
______________________
SIGNATURE
OF SHAREHOLDER
|
______________________
SIGNATURE
OF SHAREHOLDER
|
|||
Please
sign exactly as your name appears above on this card. When
signing as attorney, executor, administrator, trustee or guardian, please
give your full title. If shares are held jointly, each holder
should sign.
|
||||
_________________________________________________________________
PLEASE
PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN
THE
ENCLOSED POSTAGE-PAID ENVELOPE
________________________________________________________________
|