Attached files
file | filename |
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10-K - FORM 10-K - YADKIN FINANCIAL Corp | g22379e10vk.htm |
EX-21 - EX-21 - YADKIN FINANCIAL Corp | g22379exv21.htm |
EX-23 - EX-23 - YADKIN FINANCIAL Corp | g22379exv23.htm |
EX-32 - EX-32 - YADKIN FINANCIAL Corp | g22379exv32.htm |
EX-31.1 - EX-31.1 - YADKIN FINANCIAL Corp | g22379exv31w1.htm |
EX-99.1 - EX-99.1 - YADKIN FINANCIAL Corp | g22379exv99w1.htm |
EX-31.2 - EX-31.2 - YADKIN FINANCIAL Corp | g22379exv31w2.htm |
Exhibit 99.2
TARP Certification for Chief Financial Officer
I, Jan H. Hollar certify, based on my knowledge, that:
(i) | The compensation committee of Yadkin Valley Financial Corporation (Yadkin)
has discussed, reviewed, and evaluated with senior risk officers at least every six
months during the period beginning on the later of September 14, 2009, or ninety days
after the closing date of the agreement between the TARP recipient and Treasury and
ending with the last day of the TARP recipients fiscal year containing that date (the
applicable period), the senior executive officer (SEO) compensation plans and the
employee compensation plans and the risks these plans pose to Yadkin; |
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(ii) | The compensation committee of Yadkin has identified and limited during the
applicable period any features of the SEO compensation plans that could lead SEOs to
take unnecessary and excessive risks that could threaten the value of Yadkin, and
during that same applicable period has identified any features of the employee
compensation plans that pose risks to Yadkin and has limited those features to ensure
that Yadkin is not unnecessarily exposed to risks; |
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(iii) | The compensation committee has reviewed, at least every six months during the
applicable period, the terms of each employee compensation plan and identified any
features of the plan that could encourage the manipulation of reported earnings of
Yadkin to enhance the compensation of an employee, and has limited any such features; |
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(iv) | The compensation committee of Yadkin will certify to the reviews of the SEO
compensation plans and employee compensation plans required under (i) and (iii) above; |
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(v) | The compensation committee of Yadkin will provide a narrative description of
how it limited during any part of the most recently completed fiscal year that included
a TARP period the features in: |
(A) | SEO compensation plans that could lead SEOs to take unnecessary
and excessive risks that could threaten the value of Yadkin; |
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(B) | Employee compensation plans that unnecessarily expose Yadkin to risks; and |
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(C) | Employee compensation plans that could encourage the manipulation
of reported earnings of Yadkin to enhance the compensation of an employee; |
(vi) | Yadkin has required that bonus payments, as defined in the regulations and
guidance established under section 111 of EESA (bonus payments), of the SEOs and twenty
next most highly compensated employees be subject to a recovery or clawback provision
during any part of the most recently completed fiscal year that was a TARP period if
the bonus payments were based on materially inaccurate financial statements or any
other materially inaccurate performance metric criteria; |
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(vii) | Yadkin has prohibited any golden parachute payment, as defined in the
regulations and guidance established under section 111 of EESA, to an SEO or any of the
next five most highly compensated employees during the period beginning on the later of
the closing date of the agreement between the TARP recipient and Treasury or June 15,
2009, and ending with the last day of the TARP recipients fiscal year containing that
date; |
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(viii) | Yadkin has limited bonus payments to its applicable employees in accordance with
section 111 of EESA and the regulations and guidance established thereunder during the
period beginning on the later of the closing date of the agreement between the TARP
recipient and Treasury of June 15, 2009 and ending with the last day of the TARP
recipients fiscal year containing that date; |
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(ix) | The board of directors of Yadkin has established an excessive or luxury
expenditures policy, as defined in the regulations and guidance established under
section 111 of EESA, by the later of September 14, 2009, or ninety days after the
closing date of the agreement between the TARP recipient and Treasury; this policy |
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has been provided to Treasury and its primary regulatory agency; Yadkin and its
employees have complied with this policy during the applicable period; and any
expenses that, pursuant to this policy, required approval of the board of directors,
a committee of the board of directors, an SEO, or an executive officer with a similar
level of responsibility were properly approved; |
(x) | Yadkin will permit a non-binding shareholder resolution in compliance with any
applicable Federal securities rules and regulations on the disclosures provided under
the Federal securities laws related to SEO compensation paid or accrued during the
period beginning on the later of the closing date of the agreement between the TARP
recipient and Treasury or June 15, 2009 and ending with the last day of the TARP
recipients fiscal year containing that date; |
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(xi) | Yadkin will disclose the amount, nature, and justification for the offering
during the period beginning on the later of the closing date of the agreement between
the TARP recipient and Treasury or June 15, 2009 and ending with the last day of the
TARP recipients fiscal year containing that date of any perquisites, as defined in the
regulations and guidance established under section 111 of EESA, whose total value
exceeds $25,000 for each employee subject to the bonus payment limitations identified
in paragraph (vii); |
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(xii) | Yadkin will disclose whether Yadkin, the board of directors of Yadkin, or the
compensation committee of Yadkin has engaged during the period beginning on the later
of the closing date of the agreement between the TARP recipient and Treasury or June
15, 2009 and ending with the last day of the TARP recipients fiscal year containing
that date, a compensation consultant; and the services the compensation consultant or
any affiliate of the compensation consultant provided during this period; |
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(xiii) | Yadkin has prohibited the payment of any gross-ups, as defined in the regulations and
guidance established under section 111 of EESA, to the SEOs and the next twenty most
highly compensated employees during the period beginning on the later of the closing
date of the agreement between the TARP recipient and Treasury or June 15, 2009 and
ending with the last day of the TARP recipients fiscal year containing that date; |
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(xiv) | Yadkin has substantially complied with all other requirements related to
employee compensation that are provided in the agreement between Yadkin and Treasury,
including any amendments; |
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(xv) | Yadkin has submitted to Treasury a complete and accurate list of the SEOs and
the twenty next most highly compensated employees for the current fiscal year and the
most recently completed fiscal year, with the non-SEOs ranked in descending order of
level of annual compensation, and with the name, title, and employer of each SEO and
most highly compensated employee identified; |
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(xvi) | I understand that a knowing and willful false or fraudulent statement made in
connection with this certification may be punished by fine, imprisonment, or both.
(See, for example, 18 U.S.C. 1001.) |
Yadkin Valley Financial Corporation
/s/ Jan H. Hollar
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Title: Chief Financial Officer |
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