Get Started for Free Contexxia identifies hard-to-find pieces of information in SEC filings. No more highlighters, no more redlining, no more poring over huge documents. YADKIN FINANCIAL Corp (1366367) 10-K published on Mar 01, 2017 at 4:50 pm
Reporting Period: Dec 30, 2016
If the officer presiding at the annual meeting determines that a nomination was not made in accordance with the requirements of Article III Section 10 of our Bylaws, the nomination may be disregarded.
Procedure for Presenting Candidates to Our Nominating, Compensation, and Corporate Governance Committee. The Company’s Corporate Governance Guidelines provide specific guidelines for the Board to follow in recommending candidates for election as directors. Vacancies created by the cessation of service of a Yadkin designee are to be filled by an individual whose appointment or election is endorsed by at least a majority of the continuing Yadkin directors. However, a shareholder may nevertheless submit recommendations for candidates to the Nominating, Compensation, and Corporate Governance Committee for consideration for nomination for election to the Board of Directors as part of the slate recommended by the Board. Shareholders desiring to make such recommendations should provide the Nominating, Compensation, and Corporate Governance Committee, preferably accompanied by the information described in the preceding five bullets within the same time frames as for direct nominations, to allow the Board time for due consideration. The Nominating, Compensation, and Corporate Governance Committee has not adopted a formal policy or process for identifying or evaluating nominees, but to the extent it has a need to seek new candidates, it plans to informally solicit and consider recommendations from a variety of sources, including members of the community, customers, shareholders, and professionals in the financial services industry and in other economic sectors, when considering prospective directors. Subject to the requirements of our Bylaws as to the persons to be nominated, the Nominating, Compensation, and Corporate Governance Committee will consider director candidates recommended by shareholders on the same terms as other persons.
Audit Committee. As outlined in the Audit Committee Charter, which is available on the Company’s website, www.yadkinbank.com, the Audit Committee is responsible for insuring that the Board receives objective information regarding Company policies, procedures, and activities with respect to auditing, accounting, internal accounting controls, financial reporting, and such other Company activities as the Board may direct. The Audit Committee also oversees and approves related party transactions. The Audit Committee engages a qualified firm of independent registered public accountants to conduct such audit work as is necessary for this purpose. The Audit Committee consists of Mr. Urquhart (Chairman) and Messrs. Albert and Davis. Messrs. Ho and Zerbib were members of the Audit Committee until their respective resignations effective November 30, 2016 and January 19, 2017. The Audit Committee held eight meetings during 2016. Please refer to the Audit Committee Report below. The Board of Directors has determined that Mr. Davis and Mr. Urquhart are Audit Committee financial experts, and has designated each of them as such. All of the other members of the Audit Committee satisfy the audit committee independence requirements stated in Section 303A.06 of the New York Stock Exchange, as set forth in Rule 10A-3 promulgated under the Securities Exchange Act of 1934, regarding listing standards related to audit committees.
Nominating, Compensation, and Corporate Governance Committee. The Nominating, Compensation, and Corporate Governance Committee performs the dual roles of: (i) identifying individuals qualified to become members of the Board of Directors; and (ii)
Pursuant to the merger of VantageSouth Bancshares, Inc. and Piedmont Community Bank Holdings, Inc. with Yadkin Financial Corporation on July 4, 2014 (the “VantageSouth/Piedmont Acquisition”), each of Messrs. Custer, Earley, Jones and Shuford entered into employment agreements that superseded the terms of their prior employment agreements and, as a condition of these new employment agreements, they each waived any right to receive cash change-in-control payments to which they might otherwise have been entitled as a result of the VantageSouth/Piedmont Acquisition. Pursuant to the merger of NewBridge Bancorp, a North Carolina Corporation and Navy Merger Sub Corp., a North Carolina corporation with and a wholly-owned subsidiary of Yadkin Financial Corporation on March 1, 2016 (the “NewBridge Acquisition”), Ms. Hager entered into an employment agreement that superseded the terms of her prior Change of Control Agreement and, as a condition of her new employment agreement, she waived any right to receive change-in-control payments to which she might otherwise have been entitled as a result of the NewBridge Acquisition. Mr. DeMarcus, who has left Yadkin, and Mr. Towell, who has transitioned to a Yadkin board position, are each party to separation agreements with Yadkin. FNB has entered into a summary of terms with each of Messrs. Custer, Earley, Jones and Shuford and Ms. Hager that, in the case of Messrs. Earley and Shuford and Ms. Hager, memorialize the severance benefits due to them under their existing employment agreement and, in the case of Messrs. Custer and Jones, summarize the basic terms on which Messrs. Custer and Jones may have continuing roles with FNB.
Mr. Custer. Yadkin and Yadkin Bank entered into an employment agreement with Mr. Custer in order to establish his duties and compensation and to provide for his employment as Chief Executive Officer following the consummation of the VantageSouth/Piedmont Acquisition. By entering into the new agreement, Mr. Custer waived any right or entitlement to any severance payments, compensation, monies, or benefits under his prior employment agreement with Piedmont, VantageSouth, and VantageSouth Bank. The agreement provides for an initial term of employment of three years following the consummation of the VantageSouth/Piedmont Acquisition. Within ninety (90) days of the second anniversary of the consummation of the VantageSouth/Piedmont Acquisition, and, as may be necessary prior to each anniversary of the consummation of the VantageSouth/Piedmont Acquisition thereafter, the agreement provides that the parties will meet in good faith to determine whether to extend the term of the agreement for an additional one-year period beyond the then-effective expiration date. The agreement provides that, during the initial term, Mr. Custer’s base salary will be $500,000 per year. After the initial term, base salary will be reviewed by the Board of Directors of Yadkin (or a committee of the Yadkin Board of Directors delegated such authority) not less often than annually. The agreement provides that Mr. Custer’s base salary may not be decreased without his written consent, except in connection with an across-the-board salary decrease affecting all similarly situated executives of Yadkin and Yadkin Bank in the same proportion. In addition, the agreement provides that he is eligible for discretionary bonuses and for participation in all other pension, profit-sharing or retirement plans maintained for the employees of Yadkin and Yadkin Bank, as well as fringe benefits normally associated with his position as Chief Executive Officer. Under the agreement, Mr. Custer may be terminated for “cause,” as defined in the agreement, and he may otherwise be terminated by Yadkin or Yadkin Bank (subject to vested rights) or may choose to terminate his employment. The agreement provides that Mr. Custer will be entitled to certain severance benefits if he is terminated by Yadkin or Yadkin Bank without cause or if he terminates the agreement for “good reason” (as defined in the agreement), contingent upon his execution of a release of claims against Yadkin or Yadkin Bank and his adherence to certain non-compete restrictions. Yadkin has the right under the agreement to reduce any such payment of severance benefits as necessary under the Internal Revenue Code to avoid the imposition of excise taxes on Mr. Custer or the disallowance of a deduction to Yadkin. Yadkin is also required under the agreement to indemnify Mr. Custer in the event of a suit against him by reason of his current or prior service as an officer or director of Yadkin or Yadkin Bank, as well as required to purchase directors’ and officers’ liability insurance covering him for his term of employment and for six years thereafter.
Mr. Shuford. Yadkin and Yadkin Bank also entered into amended and restated employment agreements with Mr. Shuford in order to establish his duties and compensation and to provide for his employment as Chief Credit Officer, following the consummation of the VantageSouth/Piedmont Acquisition. By entering into the new agreement, Mr. Shuford waived any right or entitlement to any severance payments, compensation, monies, or benefits under his prior employment agreement. The agreement provides for an initial term of employment of three years following the consummation of the VantageSouth/Piedmont Acquisition. Within 90 days of the second anniversary of the consummation of the VantageSouth/Piedmont Acquisition, and, as may be necessary prior to each anniversary of the consummation of the VantageSouth/Piedmont Acquisition thereafter, the agreement provides that the parties thereto will meet in good faith to determine whether to extend the term of the agreement for an additional one-year period beyond the then-effective expiration date. During the initial term, Mr. Shuford’s base salary will be $250,000 per year. After the initial term, base salary will be reviewed by the Board of Directors of Yadkin (or a committee of the Yadkin Board of Directors delegated such authority) not less often than annually. The agreement provides that base salary may not be decreased without the executive’s written consent, except in connection with an across-the-board salary decrease affecting all similarly situated executives of Yadkin and Yadkin Bank in the same proportion. In addition, the agreement provides that the executive is eligible for discretionary bonuses and for participation in all other pension, profit-sharing or retirement plans maintained for the employees of Yadkin and Yadkin Bank, as well as fringe benefits normally associated with the position of Chief Credit Officer. Under the agreement, Mr. Shuford may be terminated for “cause,” as defined in the agreement, and may otherwise be terminated by Yadkin or Yadkin Bank (subject to vested rights) or may choose to terminate his employment.