ENTERPRISE BANCORP, INC. (NASDAQ:EBTC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
(e) 2017 Incentive Plan.>>On March 21, 2017, the Board of
Directors of Enterprise Bank and Trust Company (the Bank), the
wholly owned banking subsidiary of Enterprise Bancorp, Inc. (the
Company), approved the Enterprise Bank 2017 Variable Compensation
Incentive Plan (the 2017 Incentive Plan), including approval of
specific performance factors, performance targets and percentage
payout amounts. The 2017 Incentive Plan applies to employees,
including the Companys named executive officers, who do not
otherwise participate in any form of individual-based incentive
plan maintained by the Bank.
Directors of Enterprise Bank and Trust Company (the Bank), the
wholly owned banking subsidiary of Enterprise Bancorp, Inc. (the
Company), approved the Enterprise Bank 2017 Variable Compensation
Incentive Plan (the 2017 Incentive Plan), including approval of
specific performance factors, performance targets and percentage
payout amounts. The 2017 Incentive Plan applies to employees,
including the Companys named executive officers, who do not
otherwise participate in any form of individual-based incentive
plan maintained by the Bank.
The 2017 Incentive Plan is designed to acknowledge and reward
bank-wide and individual performance objectives. Eligible
employees receive a target incentive opportunity, which is a set
percentage of an individuals base salary for the plan year (i.e.,
salary earnings for the year ending on December 31, 2017). Each
participating employee is assigned to an incentive group based
upon the employees position and role in the Bank. The performance
factors that apply to each incentive group are generally similar,
but there is some variation as performance factors are selected
based on the role of the employee. The weights assigned to each
performance factor (which determine the percentage of the total
incentive payment that may be earned by an employee through
accomplishment of the performance target applicable to such
factor) differ by incentive group.
bank-wide and individual performance objectives. Eligible
employees receive a target incentive opportunity, which is a set
percentage of an individuals base salary for the plan year (i.e.,
salary earnings for the year ending on December 31, 2017). Each
participating employee is assigned to an incentive group based
upon the employees position and role in the Bank. The performance
factors that apply to each incentive group are generally similar,
but there is some variation as performance factors are selected
based on the role of the employee. The weights assigned to each
performance factor (which determine the percentage of the total
incentive payment that may be earned by an employee through
accomplishment of the performance target applicable to such
factor) differ by incentive group.
The total compensation pool available for incentive payouts under
the 2017 Incentive Plan will be determined by the Companys
overall performance for the 2017 Incentive Plan year. The Company
must attain a specified level of performance in net income (the
threshold level) for the plan year for a payout to be made under
any of the performance factors outlined in the 2017 Incentive
Plan. The additional performance factors for which payout amounts
may be made under the 2017 Incentive Plan for the Companys named
executive officers are deposit growth, loan growth, non-interest
revenue and loan quality. Higher levels of payout may be
accomplished with respect to each performance factor if
performance levels exceed threshold, including reaching target
and stretch levels. There is no minimum bonus amount that is
required to be paid to any employee under the 2017 Incentive
Plan.
the 2017 Incentive Plan will be determined by the Companys
overall performance for the 2017 Incentive Plan year. The Company
must attain a specified level of performance in net income (the
threshold level) for the plan year for a payout to be made under
any of the performance factors outlined in the 2017 Incentive
Plan. The additional performance factors for which payout amounts
may be made under the 2017 Incentive Plan for the Companys named
executive officers are deposit growth, loan growth, non-interest
revenue and loan quality. Higher levels of payout may be
accomplished with respect to each performance factor if
performance levels exceed threshold, including reaching target
and stretch levels. There is no minimum bonus amount that is
required to be paid to any employee under the 2017 Incentive
Plan.
In addition to the specific core performance factors described
above, the additional supplemental performance factor of
annualized fixed salary and benefit expense for the plan year
also applies to the final determination
above, the additional supplemental performance factor of
annualized fixed salary and benefit expense for the plan year
also applies to the final determination
of payout amounts to certain specified members of the Banks
management team, including all of the Companys named executive
officers.
management team, including all of the Companys named executive
officers.
Each of the Companys Chairman and President (each of whom is
included in the Bank wide incentive group with multiplier) may
receive an incentive payout under the 2017 Incentive Plan ranging
from 22.5% of base salary if the Bank accomplishes the threshold
levels for each core performance factor (i.e., net income,
deposit growth, loan growth, non-interest revenue and loan
quality) to 45% at target levels and 67.5% at stretch levels. The
actual payout percentages may also be increased by a multiple of
up to 1.05 or decreased by a multiple of as low as 0.95 depending
upon the Banks performance with respect to the supplemental
performance factor of annualized fixed salary and benefit
expense.
included in the Bank wide incentive group with multiplier) may
receive an incentive payout under the 2017 Incentive Plan ranging
from 22.5% of base salary if the Bank accomplishes the threshold
levels for each core performance factor (i.e., net income,
deposit growth, loan growth, non-interest revenue and loan
quality) to 45% at target levels and 67.5% at stretch levels. The
actual payout percentages may also be increased by a multiple of
up to 1.05 or decreased by a multiple of as low as 0.95 depending
upon the Banks performance with respect to the supplemental
performance factor of annualized fixed salary and benefit
expense.
The Companys Chief Executive Officer (who is included in the Bank
wide incentive group with multiplier) may receive an incentive
payout under the 2017 Incentive Plan ranging from 25% of base
salary if the Bank accomplishes the threshold levels for each
core performance factor (i.e., net income, deposit growth, loan
growth, non-interest revenue and loan quality) to 50% at target
levels and 75% at stretch levels. The actual payout percentages
may also be increased by a multiple of up to 1.05 or decreased by
a multiple of as low as 0.95 depending upon the Banks performance
with respect to the supplemental performance factor of annualized
fixed salary and benefit expense.
wide incentive group with multiplier) may receive an incentive
payout under the 2017 Incentive Plan ranging from 25% of base
salary if the Bank accomplishes the threshold levels for each
core performance factor (i.e., net income, deposit growth, loan
growth, non-interest revenue and loan quality) to 50% at target
levels and 75% at stretch levels. The actual payout percentages
may also be increased by a multiple of up to 1.05 or decreased by
a multiple of as low as 0.95 depending upon the Banks performance
with respect to the supplemental performance factor of annualized
fixed salary and benefit expense.
Each of the Companys Chief Financial Officer and Chief Operating
Officer (who are included in the Bank wide incentive group with
multiplier) may receive an incentive payout under the 2017
Incentive Plan ranging from 16.25% of base salary if the Bank
accomplishes the threshold levels for each core performance
factor to 32.5% at target levels and 48.75% at stretch levels
(likewise subject to potential increase or decrease of the actual
payout percentages by a multiple ranging from 1.05 to 0.95
depending upon the Banks performance with respect to the
supplemental performance factor as described above).
Officer (who are included in the Bank wide incentive group with
multiplier) may receive an incentive payout under the 2017
Incentive Plan ranging from 16.25% of base salary if the Bank
accomplishes the threshold levels for each core performance
factor to 32.5% at target levels and 48.75% at stretch levels
(likewise subject to potential increase or decrease of the actual
payout percentages by a multiple ranging from 1.05 to 0.95
depending upon the Banks performance with respect to the
supplemental performance factor as described above).
The foregoing description is a summary of the 2017 Incentive Plan
and is qualified in its entirety by reference to the copy of the
2017 Incentive Plan that is attached as Exhibit 10.1 to this
report and is hereby incorporated by reference to this report.
and is qualified in its entirety by reference to the copy of the
2017 Incentive Plan that is attached as Exhibit 10.1 to this
report and is hereby incorporated by reference to this report.
Grants of Restricted Stock. At a meeting held on March 21, 2017,
the Companys Board of Directors, on the recommendation of the
Compensation Committee of the Board of Directors (the
Compensation Committee),
the Companys Board of Directors, on the recommendation of the
Compensation Committee of the Board of Directors (the
Compensation Committee),
approved grants of an aggregate of 14,446 shares of
performance-based restricted stock under the Companys 2009 Stock
Incentive Plan (the 2009 Plan) to the named executive officers of
the Company, as follows: 4,548 shares of restricted stock to Mr.
Duncan; 4,402 shares of restricted stock to Mr. Clancy; 2,428
shares of restricted stock to Mr. Main; 1,534 shares of
restricted stock to Mr. Marcotte; and 1,534 shares of restricted
stock to Mr. Irish. The shares of restricted stock were granted
to the terms of a restricted stock agreement with each named
executive officer that is substantially consistent with the forms
and descriptions thereof previously filed by the Company.
performance-based restricted stock under the Companys 2009 Stock
Incentive Plan (the 2009 Plan) to the named executive officers of
the Company, as follows: 4,548 shares of restricted stock to Mr.
Duncan; 4,402 shares of restricted stock to Mr. Clancy; 2,428
shares of restricted stock to Mr. Main; 1,534 shares of
restricted stock to Mr. Marcotte; and 1,534 shares of restricted
stock to Mr. Irish. The shares of restricted stock were granted
to the terms of a restricted stock agreement with each named
executive officer that is substantially consistent with the forms
and descriptions thereof previously filed by the Company.
The restricted stock grants will vest based on the Companys
attainment of certain cumulative diluted earnings per share
criteria, as set forth below:
attainment of certain cumulative diluted earnings per share
criteria, as set forth below:
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when cumulative diluted earnings per share from January 1,
2017 reaches $1.78, 25% of the restricted shares granted will vest; and |
|
when cumulative diluted earnings per share from January 1,
2017 reaches $3.56, an additional 25% of the restricted shares granted will vest; and |
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when cumulative diluted earnings per share from January 1,
2017 reaches $5.34, an additional 25% of the restricted shares granted will vest; and |
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when cumulative diluted earnings per share from January 1,
2017 reaches $7.12, the final 25% of the restricted shares granted will vest. |
If the companys cumulative diluted earnings per share does not
reach $7.12 by December 31, 2021 (5 years from January 1, 2017),
any unvested shares will be forfeited. The calculation of
cumulative diluted earnings per share will be made at the end of
each quarter and restricted stock is considered to be earned at
the close of business on the day the Company issues its earnings
release for the quarter in which the criteria is met.
reach $7.12 by December 31, 2021 (5 years from January 1, 2017),
any unvested shares will be forfeited. The calculation of
cumulative diluted earnings per share will be made at the end of
each quarter and restricted stock is considered to be earned at
the close of business on the day the Company issues its earnings
release for the quarter in which the criteria is met.
If there is a stock offering or stock issued for an acquisition,
the above targets can be adjusted by the Companys Board of
Directors based upon a recommendation from the Compensation
Committee.
the above targets can be adjusted by the Companys Board of
Directors based upon a recommendation from the Compensation
Committee.
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Item 9.01.
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Financial Statements and Exhibits
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(d)
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The following exhibit is included with this report:
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Exhibit 10.1
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Enterprise Bank 2017 Variable Compensation Incentive
Plan |
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About ENTERPRISE BANCORP, INC. (NASDAQ:EBTC)
Enterprise Bancorp, Inc. operates as the parent holding company of Enterprise Bank and Trust Company (the Bank). The Company is engaged in the business of gathering deposits from the general public and investing primarily in loans and investment securities and utilizing the resulting cash flows to conduct operations, expand the branch network, and pay dividends to stockholders. Through the Bank and its subsidiaries, it offers a range of commercial and consumer loan products, deposit products and cash management services. It also offers investment advisory and wealth management, trust and insurance services. It offers commercial mortgage loans; construction and land development loans; secured and unsecured commercial loans; lines of credit, and standby letters of credit. The Company provides a range of investment advisory and management services delivered through two channels, Enterprise Investment Advisors and Enterprise Investment Services. ENTERPRISE BANCORP, INC. (NASDAQ:EBTC) Recent Trading Information
ENTERPRISE BANCORP, INC. (NASDAQ:EBTC) closed its last trading session up +0.19 at 32.06 with 33,518 shares trading hands.
