Attached files
file | filename |
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10-K - FORM 10-K - PARKVALE FINANCIAL CORP | l40553e10vk.htm |
EX-23 - EX-23 - PARKVALE FINANCIAL CORP | l40553exv23.htm |
EX-31.1 - EX-31.1 - PARKVALE FINANCIAL CORP | l40553exv31w1.htm |
EX-32.1 - EX-32.1 - PARKVALE FINANCIAL CORP | l40553exv32w1.htm |
EX-31.2 - EX-31.2 - PARKVALE FINANCIAL CORP | l40553exv31w2.htm |
Exhibit 99.1
PARKVALE FINANCIAL CORPORATION
CERTIFICATION OF THE
PRINCIPAL EXECUTIVE OFFICER AND THE
PRINCIPAL FINANCIAL OFFICER
PRINCIPAL EXECUTIVE OFFICER AND THE
PRINCIPAL FINANCIAL OFFICER
Robert J. McCarthy, Jr., President and Chief Executive Officer, and Gilbert A. Riazzi,
Chief Financial Officer, each hereby certify, based on his knowledge, that:
(i) The Compensation Committee of Parkvale Financial Corporation (the Company) has
discussed, reviewed and evaluated with the senior risk officers at least every six months during
the fiscal year ended June 30, 2010, senior executive officer (SEO) compensation plans and
employee compensation plans and the risks these plans pose to the Company;
(ii) The Compensation Committee of the Company has identified and limited during the fiscal
year ended June 30, 2010, the features in the SEO compensation plans that could lead SEOs to take
unnecessary and excessive risks that could threaten the value of the Company and identified any
features in the employee compensation plans that pose risks to the Company and limited those
features to ensure that the Company is not unnecessarily exposed to any such risks;
(iii) The Compensation Committee has reviewed at least every six months during the fiscal year
ended June 30, 2010, the terms of each employee compensation plan and identified the features
in the plan that could encourage the manipulation of reported earnings of the Company to enhance
the compensation of an employee and has limited those features;
(iv) The Compensation Committee of the Company will certify within 120 days of the completion
of the fiscal year to the reviews of the SEO compensation plans and employee compensation plans
required under paragraphs (i) and (iii) above;
(v) The Compensation Committee of the Company 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 the Company;
(B) Employee compensation plans that unnecessarily expose the Company to risks; and
(C) Employee compensation plans that could encourage the manipulation of reported
earnings of the Company to enhance the compensation of an employee;
(vi) The Company has required that bonus payments, if any, as defined in the regulations and
guidance established under Section 111 of EESA (bonus payments), to SEOs and any of the 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;
(vii) The Company 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 fiscal year ended June 30, 2010;
(viii) The Company has limited bonus payments to its applicable employees in accordance with
Section 111 of EESA and the regulations and guidance established thereunder during the fiscal year
ended June 30, 2010;
(ix) The Company and its employees have complied with the excessive or luxury expenditures
policy, as defined in the regulations and guidance established under Section 111 of EESA, during
the fiscal year ended June 30, 2010,
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and that any expenses requiring 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) The Company 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 Companys fiscal year ended
June 30, 2010;
(xi) The Company will disclose the amount, nature, and justification for the offering during
the fiscal year ended June 30, 2010 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);
(xii) The Company will disclose whether the Company, the Board of Directors of the Company, or
the Compensation Committee of the Company has engaged during the fiscal year ended June 30, 2010, a
compensation consultant; and the services the compensation consultant or any affiliate of the
compensation consultant provided during this period;
(xiii) The Company 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 fiscal year ended June 30, 2010;
(xiv) The Company has substantially complied with all other requirements related to employee
compensation that are provided in the agreement between the Company and Treasury, including any
amendments;
(xv) The following employees are the SEOs and the twenty next most highly compensated
employees of the Company and/or Parkvale Savings Bank (the Bank) for the current fiscal year and
the fiscal year ended June 30, 2010, with the non-SEOs ranked in order of level of annual
compensation starting with the greatest amount:
Name | Title | Employer | ||
Robert J. McCarthy, Jr.
|
President and Chief Executive Officer | Company and Bank | ||
Gilbert A. Riazzi
|
Vice President and SVP/Chief Financial Officer | Company and Bank | ||
Thomas R. Ondek
|
Senior Vice President | Bank | ||
Robert A. Stephens
|
Senior Vice President | Bank | ||
Gail B. Anwyll
|
Senior Vice President | Bank | ||
Christopher Luther
|
Investment Rep | Bank | ||
Derek J. Ferace
|
Attorney | Bank | ||
Matthew J. Husak
|
Vice President | Bank | ||
Linda Butia
|
Controller | Bank | ||
Christopher M. Trombetta
|
Vice President | Bank | ||
Joseph C. DeFazio
|
Vice President | Bank | ||
William E. Fritz
|
Sr. AVP | Bank | ||
Patricia A. Lowe
|
Vice President | Bank | ||
Robert A. Yoswick
|
Sr. AVP | Bank | ||
Lisa E. Forlano
|
Assistant Controller | Bank | ||
Michael F. Mullin
|
Commercial Loan Officer | Bank | ||
Kevin M. McCarthy
|
Sr. AVP | Bank | ||
Carmen J. Bauccio
|
AVP | Bank | ||
Janice C. Muto
|
Sr. AVP | Bank | ||
Lynn G. Jones
|
Facilities Manager | Bank | ||
Rene J. Lelli-Moziejko
|
AVP | Bank | ||
Glenn A. Meister
|
Risk & Compliance Manager | Bank | ||
Mark A. Landi
|
Sr. AVP | Bank | ||
William Spence
|
Investment Manager | Bank |
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(xvi) Each of the undersigned understand that a knowing and willful false or fraudulent
statement made in connection with this certification may be punished by fine, imprisonment, or
both.
Date: September 13, 2010 | /s/ Robert J. McCarthy, Jr. | |||
Robert J. McCarthy, Jr. | ||||
President and Chief Executive Officer | ||||
Date: September 13, 2010 | /s/ Gilbert A. Riazzi | |||
Gilbert A. Riazzi | ||||
Chief Financial Officer | ||||
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