10-K/A 1 form10ka.htm ROYAL BANCSHARES OF PENNSYLVANIA INC 10-K A 12-31-2013

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C.  20549
 


FORM 10-K/A

(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________________ to _______________________

Commission File Number 0-26366

ROYAL BANCSHARES OF PENNSYLVANIA, INC.
(Exact name of registrant as specified in its charter)

Pennsylvania
 
23-2812193
(State of other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
 
732 Montgomery Avenue, Narberth, Pennsylvania
 
19072
(Address of principal executive offices)
 
(Zip Code)

 
(610) 668-4700
 
 
(Issuer’s telephone number, including area code)
 


(Former name, former address and former year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
 
Name of Each Exchange on Which Registered
 
Title of Each Class
 
 
 
 The NASDAQ Stock Market, LLC
 
Class A Common Stock ($2.00 par value)

Securities registered pursuant to Section 12(g) of the Act:
Name of Each Exchange on Which Registered
 
Title of Each Class
 
 
 
None
 
Class B Common Stock ($0.10 par value)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
o Yes   x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
o Yes x No
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  x   No  o
 
Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding twelve months (or for such shorter period that the registrant was required to submit and post such files).  Yes  x  No  o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   x
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer o
Accelerated filer o
Non-accelerated filer o
Small reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act) Yes o   No x
 
The aggregate market value of the Registrant’s Common Stock held by non-affiliates is $7,520,307 based on the June 30, 2013 closing price of the Registrant’s Common Stock of $1.42 per share.
 
As of February 28, 2014, the Registrant had 11,032,162 and 1,987,142 shares outstanding of Class A and Class B common stock, respectively.
 
Documents Incorporated by Reference
None

Explanatory Note
 
Royal Bancshares of Pennsylvania, Inc. (the “Corporation” or “Royal”) is filing this Amendment No. 1 on Form 10‑K/A to its Annual Report on Form 10‑K for the fiscal year ended December 31, 2013 (the “Original Form 10‑K Filing”), which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 27, 2014, solely to set forth information required by Items 10, 11, 12, 13 and 14 of Part III of Form 10‑K because the Corporation will not file a definitive proxy statement containing such information within 120 days after the end of its fiscal year ended December 31, 2013.  This Amendment amends and restates in its entirety Items 10, 11, 12, 13 and 14 of Part III.  In addition, in accordance with Rule 12b‑15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Item 15 of Part IV of the Original Form 10‑K Filing has been amended and restated solely to include as exhibits new certifications by the Corporation’s principal executive officer and principal financial officer.
 
Except as expressly set forth herein, this Amendment does not reflect events occurring after the date of the Original Form 10‑K Filing or modify or update any of the other disclosures contained therein in any way other than as required to reflect the amendments discussed above.  Accordingly, this Amendment should be read in conjunction with the Original Form 10‑K Filing and the Corporation’s other filings with the SEC.

Table of Contents

PART III
 
 
 
 
 
Item 10.
1
Item 11.
6
Item 12.
13
Item 13.
17
Item 14.
18
PART IV
 
 
 
 
 
Item 15.
20
 
 
 
PART III.
 
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
 
Set forth below as to each of the Class I, Class II and Class III directors, are descriptions of his or her principal occupation and business experience for the past five years, and where applicable, family relationships between each such person and the Corporation’s other directors and officers. In addition, we briefly describe the particular experience, qualifications, attributes or skills that led our board of directors to conclude that such director should serve as a director of the Corporation.

CLASS III DIRECTORS- TERMS EXPIRING IN 2014

F. Kevin Tylus is the Chief Executive Officer and President since February 20, 2013 and a Director of the Corporation; and is the Chief Executive Officer and President since December 18, 2012 of Royal Bank America (the “Bank”).  Mr. Tylus’ prior experience as a Regional President for PNC Bank, as President and member of the Board of Directors of Yardville Bank as well as numerous progressively-responsible leadership positions in the financial services, insurance, and healthcare industries provides critical skills for the board of directors’ oversight of capital management, retail banking, lending, corporate governance and strategic planning.  For the board of directors to run efficiently and effectively, we believe that Mr. Tylus’ participation on the board of directors is necessary and assists the board of directors in overseeing management’s progress on corporate initiatives and strategic plans.

Michael J. Piracci is a Director of the Corporation and is currently President of M. Piracci Consulting, Inc. an independent consulting company providing consulting services to financial institutions primarily related to banking regulations. He was previously the Assistant Regional Director of the New York Office of the FDIC and was an examiner for many years. He also serves on the board of directors for Quontic Bank in Great Neck, New York. Mr. Piracci’s prior experience as an examiner, manager and Assistant Regional Director of the FDIC is important for the board of directors’ oversight in dealing with the regulatory orders, banking regulations and banking operations.

Edward B. Tepper is a Director of the Corporation and the President of Tepper Properties, a real estate investment company in Villanova, Pennsylvania. Because real estate lending relationships are an important part of the Corporation’s business, Mr. Tepper’s experience in real estate investing in the primary region in which the Corporation operates is important for the board of directors’ oversight of lending practices and the development of future lending relationships for the Corporation’s banking subsidiaries.  Mr. Tepper will be retiring from the Board at the 2014 Annual Meeting of Shareholders in accordance with the bylaws of the Corporation because he has reached the mandatory retirement age of 75.

CLASS I DIRECTORS – TERMS EXPIRING IN 2015

Edward F. Bradley, CPA, is a Director of the Corporation, and is currently an adjunct professor at Philadelphia University. He was previously a partner at Grant Thornton, a public accounting firm in Philadelphia, Pennsylvania. Mr. Bradley’s many years of experience in public accounting, particularly in auditing financial institutions, is beneficial to the operations of the Corporation’s Audit Committee and his role as the Audit Committee’s Chairperson and financial expert.

Linda Tabas Stempel is a Director of the Corporation, and was previously Director of Investor Relations for the Corporation. She is the wife of Murray Stempel, III, the sister of Robert R. Tabas and the sister-in-law of Howard Wurzak. Her previous role as Director of Investor Relations provides assistance and expertise to the board of directors in managing shareholder communications.

Howard Wurzak is a Director of the Corporation, and is Chairman and CEO of the Wurzak Hotel Group, President and CEO of the Hilton Hotel Philadelphia, Westin Hotel and JCB Management, LLC. He is the son-in-law of Evelyn R. Tabas, and the brother-in-law of Robert R. Tabas, Murray Stempel, III and Linda Tabas Stempel.  Mr. Wurzak’s real estate development expertise and ability to manage large organizations demonstrates that he possesses the knowledge regarding the industries we serve and the management skills that we value in the members of our board of directors.

CLASS II DIRECTORS – TERMS EXPIRING IN 2016

William R. Hartman is the lead independent Director of the Corporation, and was previously Chairman of the Board of Citizens Republic Bancorp in 2009, a regional diversified financial services company in Flint, Michigan, and prior thereto was Chairman, President and Chief Executive Officer. Prior to that he was Chairman, President and CEO for two subsidiaries of Banc One Corporation, which was one of the largest regional banks in the United States. He previously held executive positions within other regional and community banks with significant experience in commercial lending. He has served as President and CEO of York County Community Foundation since 2009 and has served as a trustee, executive committee member, chairman of the finance and audit committee and as vice chairman of the board of Kettering University and was formerly a director of the Detroit Branch of the Federal Reserve Bank of Chicago.  Mr. Hartman’s prior leadership and lending experience in consumer and commercial banking in much larger financial institutions provides invaluable skills important for the board of directors’ oversight of lending, corporate governance and strategic planning.
Murray Stempel, III is a Director of the Corporation, and was previously Vice Chairman of the Corporation from December 2008 (and, prior thereto, Executive Vice President of the Corporation and the Bank) until December 31, 2012.  Mr. Stempel is the husband of Linda Tabas Stempel and the brother-in-law of Robert R. Tabas and Howard Wurzak.  From 2004 until 2008, he served as Executive Vice President and Chief Lending Officer at the Bank.  Mr. Stempel, is a member of the board of trustees of RAIT Financial Trust (“RAIT”), a publicly traded, self-managed and self-advised real estate investment trust since December 2006 and is Chairman of their Nominating and Governance Committee. RAIT offers a set of debt financing options to the commercial real estate industry, fixed income trading and advisory services, owns and manages a portfolio of commercial real estate properties, and manages real estate-related assets for third parties. Mr. Stempel’s knowledge of the Bank’s lending practices and of commercial real estate investments generally, which remain a substantial portion of the Bank’s loan portfolio, are important to the board of directors’ oversight of the Bank’s lending relationships.

Robert R. Tabas is the Chairman of the Board and a Director of the Corporation, and was previously Chief Executive Officer of the Corporation from December 2008 (and prior thereto, Chairman of the Corporation and Executive Vice President of the Bank) until February 20, 2013.  He is the brother of Linda Tabas Stempel and the brother-in-law of Howard Wurzak and Murray Stempel, III.  For the board of directors to run efficiently and effectively, we believe that Mr. Tabas’ participation on the board of directors is necessary and assists the board of directors in overseeing management’s progress on corporate initiatives and strategic plans, given his previous experience within the Corporation as Chief Executive Officer.
 
OTHER DIRECTORS (APPOINTED BY TREASURY)

Pursuant to the terms of the Corporation’s outstanding Series A Preferred Stock issued to the Treasury on February 18, 2009 in connection with the Corporation’s participation in the TARP Capital Purchase Program, Treasury had the right to appoint up to two directors to the board of directors at any time that dividends payable on the Series A Preferred Stock had not been paid for an aggregate of six quarterly dividend periods. The terms of the Series A Preferred Stock provide that Treasury will retain the right to appoint such directors at subsequent annual meetings of shareholders until all accrued and unpaid dividends for all past dividend periods have been paid. Treasury appointed Gerard M. Thomchick and Wayne R. Huey, Jr. as members of the board of directors in July 2011 and September 2011, respectively.

Wayne R. Huey, Jr. is a Director of the Corporation, and was previously Executive Vice President of Montgomery Chemicals, a regional chemical manufacturer and supplier to specialty industries, and prior thereto was Senior Vice President of Private Banking at Nova Savings Bank, a local community bank from 2004 until 2005. From 1998 until 2004 he was Vice Chairman and Managing Director of Millennium Bank, a community bank that was merged into Harleysville National Corporation. He was also employed as an Executive Vice President by CoreStates Bank and Meridian Bancorp. He previously held executive positions within other community banks with significant experience in retail banking, administration, commercial lending and marketing. He is currently a board member, capital campaign co-chair and member of the executive committee of Paoli Memorial Hospital Foundation.  Mr. Huey’s prior leadership and banking experience in community banks and larger financial institutions provides critical skills required for the board of directors’ oversight of retail banking, lending, and corporate governance.

Gerard M. Thomchick is a Director of the Corporation and is currently President of GMT, LLC, a consulting company. Previously he was Senior Executive Vice President and Chief Operating Officer of First Commonwealth Financial Corporation, a regional financial services company in western Pennsylvania from 1995-2007 and was President and CEO of First Commonwealth Bank, a regional bank and subsidiary of the Corporation from 2005 to 2007. He has served the community during his career in various civic activities including Rotary President. He was previously a board member of the FHLB in Pittsburgh and was acting Chief Risk Officer and Chairman of the Credit Committee for the FHLB in 2009. He was also a member of the American Bankers Executive Council and served on the Financial Services Roundtable.  His prior leadership and banking experience in community banks and larger financial institutions provides critical skills required for the board of directors’ oversight of mergers and acquisitions, commercial lending, strategic planning, risk management, and treasury and investment management.

The age of each director is set forth in Item 12 of this Annual Report, and the ages, positions and offices, and terms of office and experience of each named executive officer are set forth in Items 11 and 12 of this Annual Report.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Corporation’s officers and directors, and persons who own more than 10% of the registered class of the Corporation’s equity securities, to file reports of ownership and changes in ownership with the SEC.  Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish the Corporation copies of all Section 16(a) forms they file.

Based solely on its review of forms received from certain reporting persons, or written representations from reporting persons that no Forms 5 where required for those persons, the Corporation believes that during the period January 1, 2013 through December 31, 2013 its officers and directors and beneficial owners of 10% of the Corporation’s registered securities were in compliance with all filing requirements applicable to them.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The committees of the board of directors include the Audit Committee, the Compensation Committee, the Nominating and Governance Committee, and the Board Risk Committee.

The Audit Committee met 12 times in 2013.  The Audit Committee arranges examinations by the Corporation's independent registered public accounting firm, reviews and evaluates the recommendations of the examinations, receives all reports of examination of the Corporation and the Bank by regulatory agencies, analyzes such reports and reports the results of its analysis of the regulatory reports to the Corporation's board of directors.  The committee receives reports directly from the Corporation's internal auditors on a quarterly basis, and recommends any action to be taken. The committee is also responsible for, among other things, assisting the board of directors in monitoring (i) the integrity of the financial statements of the Corporation, (ii) the independent auditor's qualification and independence, (iii) the performance of the Corporation's internal audit function and independent auditors, and (iv) compliance by the Corporation with legal and regulatory matters. The members of the Audit Committee are Edward F. Bradley, Chairperson, William R. Hartman, Michael J. Piracci, Gerard M. Thomchick, and Edward B. Tepper.  The board of directors has determined that Edward F. Bradley is an "Audit Committee Financial Expert" and "Independent" under applicable SEC and NASDAQ Rules.  The Audit Committee’s charter can be accessed on the Corporation’s website at www.royalbankamerica.com under the heading “Regulatory Filings” located under the “Investor Relations” page.

The Compensation Committee met seven times in 2013.  The members of this committee are Edward B. Tepper, Chairperson, William R. Hartman, Linda Tabas Stempel, and Gerard M. Thomchick.  The Compensation Committee reviews and determines compensation for all Tier 1 executives (as defined below) and oversees the actions of the Salary Committee, which makes determinations regarding all other employees.  The committee also has the authority to manage, administer, amend and interpret the Corporation’s 2007 Long Term Incentive Plan and to recommend to the full board of directors or the independent directors of the Corporation, as applicable, among other things:

· employees to whom awards shall be made under the plan;

· the type of the awards to be made and the amount, size and terms of the awards; and

· when awards shall be granted.

The Compensation Committee’s charter can be accessed on the Corporation’s website at www.royalbankamerica.com under the heading “Regulatory Filings” located on the “Investor Relations” page.

The Nominating and Governance Committee met three times in 2013.  The members of this committee are Edward F. Bradley, Chairperson, Robert R. Tabas, William R. Hartman, Michael J. Piracci, Murray Stempel, III and Edward B. Tepper.  The principal duties of the Nominating and Governance Committee include developing and recommending to the board of directors criteria for selecting qualified director candidates, identifying individuals qualified to become board members, evaluating and selecting, or recommending to the board of directors, director nominees for each election of directors, considering committee member qualifications, appointment and removal, recommending codes of conduct and codes of ethics applicable to the Corporation and providing oversight in the evaluation of the board of each committee.

At a minimum we require our director candidates to be of full age but not yet have attained the age of 75, and possess strength of character, mature judgment, familiarity with the Corporation’s business and industry, independence of thought, and an ability to work collegially.  The Nominating and Governance Committee does not maintain a formal diversity policy.  As described in its charter, the Nominating and Governance Committee has the discretion to consider all factors they deem appropriate, including, but not limited to, ensuring the board of directors as a whole is diverse and consists of individuals with various and relevant career experience, technical skills, industry knowledge and experience, financial expertise (including expertise that would qualify the director as an Audit Committee financial expert), and local or community ties.  The Nominating and Governance Committee maintains the authority to employ the assistance of search firms or advisors in connection with the selection and/or evaluation of director candidates.  No such search firm or advisor was used this year in connection with the nominees standing for election at the 2014 Annual Meeting of Shareholders.

The Nominating and Governance Committee has no formal process for considering director candidates recommended by shareholders, but its policy is to give the same consideration to any and all such candidates.  If a shareholder wishes to recommend a director candidate, the shareholder should mail the name, background and contact information for the candidate to the Nominating and Governance Committee at the Corporation's offices at 732 Montgomery Avenue, Narberth, Pennsylvania, 19072.  The Nominating and Governance Committee is responsible for identifying and evaluating all nominees for director, including any recommended by shareholders, and minimum requirements for nomination.  The Nominating and Governance Committee has adopted a written charter that can be accessed on the Corporation's website at www.royalbankamerica.com under the heading “Regulatory Filings” located under the “Investor Relations” page.

The Corporation established a Board Risk Committee in August 2012 which is responsible for assisting the board of directors in fulfilling its responsibilities for risk management oversight.  It is the committee’s responsibility to ensure that various risks inherent in the operation of the Corporation are appropriately identified, measured, treated and monitored within the framework of the board approved policies and enterprise risk management program.  The committee meets formally to discuss risks and monitor specific areas of the Corporation’s performance with their findings.  The members of this committee are Gerard Thomchick, Chairperson, Edward F. Bradley, Robert R. Tabas, William R. Hartman, Michael J. Piracci, Wayne Huey Jr., and F. Kevin Tylus.  The committee met seven times in 2013.

The board of directors of the Corporation held twelve meetings during 2013.  Each incumbent director attended at least 75% of the aggregate number of meetings of the board of directors and the various committees on which he or she served.  The Corporation has no policy regarding attendance by directors at the Annual Meeting of Shareholders, but all directors attended the 2013 Annual Meeting of Shareholders.

LEADERSHIP STRUCTURE

The board of directors utilizes a leadership structure that has a Chief Executive Officer, F. Kevin Tylus (who is the Corporation’s principal executive officer and a director), a board chairman Robert R. Tabas, and a lead independent director, William R. Hartman.  This structure creates efficiency in the preparation of the meeting agendas and related board materials as the Corporation’s Chief Executive Officer interacts more directly with those preparing the necessary board materials and is more connected to the overall daily operations of the Corporation. Agendas are also prepared with the permitted input of the full board of directors allowing for any concerns or risks of any individual director to be discussed as deemed appropriate. The designation of a lead independent director also allows the Corporation to benefit from Mr. Hartman’s experience and leadership in previous executive positions within larger financial institutions and as chairman and CEO of a publicly traded company.

RISK OVERSIGHT

Each member of the board of directors has a responsibility to monitor and manage risks faced by the Corporation.  At a minimum, this requires the members of the board of directors to be actively engaged in board discussions, review materials provided to them, and know when it is appropriate to request further information from management and/or engage the assistance of outside advisors.  Furthermore, because the banking industry is highly regulated, certain risks to the Corporation are monitored by the board of directors through its review of the Corporation’s and the Bank’s compliance with regulations set forth by the banking regulatory authorities.  The Corporation established a Board Risk Committee during 2012 which is responsible for risk oversight.  The committee meets formally to discuss risks and monitor specific areas of the Corporation’s performance with their findings. In addition, the board of directors’ meeting agendas allow for the continuous oversight of risk by providing an environment which encourages the directors to ask specific questions or raise concerns and allots them sufficient time and materials to do so effectively.

Code of Ethics

A copy of our Code of Ethics is available on our website at www.royalbankamerica.com under the “Regulatory Filings” link located under the “Investor Relations” page and any shareholder may obtain a printed copy of the Code of Ethics by writing to Investor Relations, Royal Bancshares of Pennsylvania, Inc., 732 Montgomery Avenue, Narberth, Pennsylvania 19072, or by calling Investor Relations at (610) 668-4700. There were no waivers of the provisions of our Code of Ethics for any director, senior financial officer or any other executive officer in 2013 or through the date of this Annual Report on Form 10-K during 2014.  In the unlikely event that there is a waiver of our Code of Ethics, the waiver will be described on our website at www.royalbankamerica.com under the “Regulatory Filings” link located under the “Investor Relations” page.

Audit Committee Report

The Audit Committee reports to the board of directors on its activities and findings. The board of directors in accordance with Section 404 of the Sarbanes-Oxley Act has identified Mr. Bradley as the “Audit Committee Financial Expert.”

The Audit Committee reviews the Corporation’s financial reporting process on behalf of the board of directors. Management has the primary responsibility for establishing and maintaining adequate internal financial controls, for preparing the financial statements and for the public reporting process. ParenteBeard LLC, the Corporation’s independent registered accounting firm for 2013, is responsible for expressing opinions on the conformity of the Corporation’s audited financial statements with generally accepted accounting principles. The members of the committee are not professionals engaged in the practice of accounting or auditing and are not professionals in these fields. The committee relies, without independent verification, on the information provided to us and on the representations made by management regarding the effectiveness of internal controls over financial reporting, that the financial statements have been prepared with integrity and objectivity and that such financial statements have been prepared in accordance with generally accepted accounting principles.

In this context, the committee has reviewed and discussed with management the audited financial statements for the year ended December 31, 2013, and management’s assessment of the effectiveness of the Corporation’s internal control over financial reporting.

The committee has discussed with ParenteBeard LLC the matters that are required to be discussed by PCAOB Auditing Standard No. 16 “Communication with Audit Committees.”  The committee has received from ParenteBeard LLC the written disclosures and letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding ParenteBeard LLC’s communications with the committee concerning independence and has discussed with management and ParenteBeard LLC that firm’s independence. The committee has concluded that ParenteBeard LLC’s provision of audit and non-audit services to the Corporation and its affiliates are compatible with ParenteBeard LLC’s independence.

Based on the considerations and discussions referred to above, and subject to the limitations on our role and responsibilities described above, the committee recommended to our board of directors that the audited financial statements for the year ended December 31, 2013 be included in our Annual Report on Form 10-K for 2013. This report is provided by the following independent directors, who comprise the Audit Committee:

Edward F. Bradley, Chairman
William R. Hartman
Michael J. Piracci
Gerard M. Thomchick
Edward B. Tepper
Shareholder Communications with Directors

Any shareholder who wishes to communicate with the board of directors may send correspondence to Robert R. Tabas, Chairman at 732 Montgomery Avenue, Narberth, Pennsylvania, 19072, Phone # (610) 668-4700, or by sending an electronic message to Mr. Tabas at rtabas@royalbankamerica.com.  Mr. Tabas will submit your correspondence to the board of directors or the appropriate committee as applicable.
ITEM 11.
EXECUTIVE COMPENSATION

I. Director Compensation

The Corporation desires to attract and retain talented, motivated and competent directors for its board of directors.  The Corporation has established key objectives for board compensation of encouraging longevity and attendance at meetings. To facilitate this, the Corporation has designed compensation and long-term incentives for its board members. Please see the “Director Compensation Table” section below for more information and narrative.

II. Tables and other narrative disclosures

Summary Compensation Table

Below is the “Summary Compensation Table” for the Corporation’s named executive officers for 2013.

  
    
  
Summary Compensation Table
     
 
      
 
     
 
 
 
 
 
   
   
   
   
   
   
   
 
 
 
 
   
   
   
   
Non -Equity
   
Nonqualified
   
All Other
   
 
 
 
 
   
   
Stock
   
Option
   
Incentive Plan
   
Deferred Compensation
   
Compensation
   
Total
 
Name and Principal
 
 
Salary
   
Bonus
   
Awards
   
Awards
   
Compensation
   
Earnings
   
   
 
Position
Year
 
($)
   
($)
   
($)
   
($)
   
($)
   
($)
   
($) (1)
   
($)
 
 
 
 
   
   
   
   
   
   
   
 
Robert R. Tabas
2013
   
-
     
-
     
-
     
-
     
-
     
-
     
149,556
     
149,556
 
Former Principal Executive Officer,
2012
   
256,750
     
-
     
-
     
-
     
-
     
-
     
110
     
256,860
 
Chairman and CEO (2)
2011
   
256,750
     
-
     
-
     
-
     
-
     
-
     
2,500
     
259,250
 
 
 
                                                               
F. Kevin Tylus
2013
   
525,000
     
-
     
-
     
-
     
-
     
-
     
392
     
525,392
 
President and CEO
Principal Executive Officer (3)
 
                                                               
 
 
                                                               
Robert A. Kuehl
2013
   
245,200
     
-
     
-
     
-
     
-
     
-
     
392
     
245,592
 
Chief Administrative Officer (4)
2012
   
229,260
     
-
     
-
     
-
     
-
     
-
     
110
     
229,370
 
 
2011
   
206,000
     
-
     
-
     
-
     
-
     
-
     
2,500
     
208,500
 
 
 
                                                               
Michael S. Thompson
2013
   
180,000
     
-
     
-
     
-
     
-
     
-
     
3,336
     
183,336
 
Principal Financial Officer
2012
   
180,000
     
-
     
-
     
-
     
-
     
-
     
31,666
     
211,666
 
Chief Financial Officer (5)
 
                                                               
 
 
                                                               
Andrew J. Miller
2013
   
215,000
     
-
     
-
     
-
     
-
     
-
     
392
     
215,392
 
Executive Vice President
 
                                                               
Chief Lending Officer (6)
 
                                                               

(1) Please see the table below for a breakdown of the terms and amounts comprising All Other Compensation.
(2) Mr. Tabas served as Chairman and Chief Executive Officer of the Corporation until February 20, 2013.  Mr. Tabas also served as Chairman and Chief Executive Officer of the Bank until the appointment of F. Kevin Tylus as President and Chief Executive Officer of the Bank on December 18, 2012.  Mr. Tabas continues to serve as Chairman and a director of both the Corporation and the Bank.
(3) Mr. Tylus was appointed as President and Chief Executive Officer of the Corporation on February 20, 2013, and as President and Chief Executive Officer of the Bank on December 18, 2012.  Included in Mr. Tylus salary is $100,000 that is paid in the form of Class A common stock of the Corporation.
(4) Mr. Kuehl served as the Chief Financial Officer of the Corporation and the Bank until September 2012 when he was appointed Chief Administrative and Risk Officer of the Corporation and the Bank.
(5) Mr. Thompson served as the Corporation’s Chief Accounting Officer until September 2012 when he was appointed Chief Financial Officer of the Corporation and the Bank.
(6) Mr. Miller has served as an Executive Vice President and Chief Lending Officer of the Bank since May 2012, and prior thereto he was chief lending officer of Beneficial Mutual Savings Bank.

The following table sets forth information identifying the items and amounts that comprise All Other Compensation reflected in the “Summary Compensation Table” above.

Components of All Other Compensation
 
 
 
 
   
401 (k)
   
   
   
   
 
 
  
 
Automobile
   
Employer
   
Director
   
Consulting
   
Other
   
 
 
  
 
Benefit
   
Contribution
   
Fees
   
Fees
   
Compensation
   
Total
 
Name
Year
 
($) (1)
   
($)
   
($)(2)
   
($)(3)
   
($)(4)
   
($)
 
 
 
 
   
   
   
   
   
 
Robert R. Tabas
2013
   
-
     
-
     
111,213
     
25,675
     
12,668
     
149,556
 
  
2012
   
-
     
110
     
-
     
-
     
-
     
110
 
 
2011
   
-
     
2,500
     
-
     
-
     
-
     
2,500
 
 
 
                                               
F. Kevin Tylus
2013
   
-
     
392
     
-
     
-
     
-
     
392
 
 
 
                                               
 
 
                                               
Robert A. Kuehl
2013
    -      
392
     
-
     
-
     
-
     
392
 
 
2012
   
-
     
110
     
-
     
-
     
-
     
110
 
 
2011
   
-
     
2,500
     
-
     
-
     
-
     
2,500
 
 
 
                                               
Michael S. Thompson
2013
   
2,944
     
392
     
-
     
-
     
-
     
3,336
 
 
2012
   
4,783
     
110
     
-
     
-
     
26,773
     
31,666
 
 
 
                                               
 
 
                                               
Andrew J. Miller
2013
   
-
     
392
     
-
     
-
     
-
     
392
 
 
 
                                               
                                                        

(1) For Mr. Thompson, the Automobile Benefit for 2013 reflects the value of the benefit for the use of a company owned vehicle through August 1, 2013.
(2) Includes annual fees of $42,700 for serving on the Board of Directors and various board committees and an annual stipend of $68,512 for serving as Chairman of the Board.
(3) For a description of the consulting agreement between the Corporation and Mr. Tabas, see “Consulting Agreements” below.
(4) For Mr. Thompson, Other Compensation for 2012 includes consists of a retention payment of $25,000 and payment of previously unused paid time off.  For Mr. Tabas, Other Compensation for 2013 reflects the value of the health insurance benefits provided under his consulting agreement.

The table does not include benefits generally available to all salaried employees such as medical health coverage, disability coverage, life insurance and benefits made available under cafeteria plans.

Grants of Plan-Based Awards- 2013

Management of the Corporation utilizes input from professional advisors, publications and similar sources in determining practices and terms of its Long-Term Incentive Program (the “LTIP”) to develop recommendations to the Committee.  This includes recommending new key staff as participants in the LTIP.  Management may also from time to time give the Committee input on the aggregate amount of options and/or restricted stock to be awarded under the LTIP during a fiscal year, and changes to award allocation methods.  Management does not make any recommendation on awards for the Chief Executive Officer.  The Committee then takes the input from management and consults with its compensation consultant, Mosteller and Associates, and other advisors in formulating the Committee’s recommendation to the independent directors for the adoption of any plan changes, allocation changes or awards of stock options and or restricted stock. In general, any actions that the Committee takes with respect to the grants of awards and the terms and conditions of such awards and the modification thereof are subject to the review and approval by the full board.  The grants are issued on the date the board of directors provides its approval after considering the Committee’s recommendation.

There were no grants of stock options or restricted shares to the named executive officers during 2013.

Outstanding Equity Awards Table

The table that follows provides information on outstanding stock options and restricted shares awarded to the named executives as of December 31, 2013.  Each stock option grant vests ratably 20% per year beginning on the first anniversary of the grant date.  Each restricted stock award vests three years from the grant date.
  Outstanding Equity Awards Table
 
    
Option Awards
   
Stock Awards
 
Name and Principal Position
 
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
   
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
   
Equity Incentive
Plan Awards
Number of
Securities
Underlying
Unexercised
Unearned
Options(#)
   
Option
Exercise
Price
($)
   
Option
Expiration
Date
   
Number of
Shares or Units
of Stock That
Have Not
Vested
(#)
   
Market Value
of Shares or
Units of Stock
That Have
Not Vested
($)
 
                              
Robert R. Tabas
                           
     
5,486
     
-
     
-
   
$
20.08
   
07/18/17
     
-
   
$
-
 
     
9,350
     
-
     
-
   
$
4.50
   
10/07/18
     
-
   
$
-
 
                                                     
F. Kevin Tylus
   
-
     
-
     
-
     
-
     
-
     
-
     
-
 
                                                         
Robert A Kuehl
   
6,500
     
-
     
-
   
$
4.50
   
10/07/18
     
-
   
$
-
 
                                                         
Michael S. Thompson
                                                       
     
2,219
     
-
     
-
   
$
22.38
   
04/22/14
     
-
   
$
-
 
     
2,022
     
-
     
-
   
$
21.88
   
06/16/15
     
-
   
$
-
 
     
2,112
     
-
     
-
   
$
21.78
   
06/29/16
     
-
   
$
-
 
     
1,109
     
-
     
-
   
$
20.08
   
07/18/17
     
-
   
$
-
 
     
4,700
     
-
     
-
   
$
4.50
   
10/07/18
     
-
   
$
-
 
                                                          
Andrew J. Miller
   
-
     
-
     
-
     
-
     
-
     
-
     
-
 

Option Exercises and Stock Vested Table

There were no stock options exercised by any of the named executive officers, and no stock awards vested for any of the named executive officers during 2013.

Retirement Plans – SERP

In prior years, the Corporation provided benefits under a supplemental executive retirement plan or “SERP” for certain of its employees in order to be competitive in the labor market for executive officers and other key staff.  The Corporation no longer provides this benefit, and for 2013 Mr. Tabas was the only named executive officer who participated in the SERP.

The SERP is a non-contributory, non-qualified, defined benefit pension plan.  The SERP is unfunded, but death benefits payable under certain life insurance contracts have been purchased by the Corporation to reimburse the Corporation for retirement benefits paid to participants.

Benefits under the SERP are based on a percentage of the participant’s average highest consecutive three years’ base salary, and for certain executive officers 25% of the average of the performance bonus paid during the highest consecutive three years of base salary, multiplied by a percentage set for each class of participant.

Using an average base salary of $198,133 and performance bonus of $141,782, which were derived from an average of the three highest consecutive years over a ten-year period, Mr. Tabas would have been entitled to a normal retirement benefit of 50% of $198,133, or $99,067 and 25% of $141,782, or $35,445 if he had retired at the normal retirement age of 60.  The base salary cap of $185,000 and the performance bonus of $80,000 would not apply in this example.  In addition, as Mr. Tabas retired on December 31, 2012, plan rules require that the total benefit be reduced due to his early retirement.  Therefore, the total annual benefit payable to Mr. Tabas is $98,345.

The table below provides information on the estimated present value of retirement benefits payable under the SERP, the only retirement benefits offered by the Corporation outside of its 401(k) plan.  The value is based on the actuarial present value of the accumulated benefits provided under the plan.  Should a participant elect to retire before age 60 (but after reaching age 55), the benefits payable under the SERP are reduced by an actuarial equivalent of the amount of benefits that would be payable at normal retirement age of 60 less an early retirement factor based on the participant’s age at early retirement.  Mr. Tabas retired at age 57, so he is entitled to receive a reduced early retirement benefit.

The Pension Benefits table presented below is the aggregate amount of the present value accruals from the date Mr. Tabas became a participant in the SERP through December 31, 2013.

Pension Benefits Table
 
Name and Principal Position
Plan Name
Number of
Years
Credited
Service (#)
 
Present Value
of
Accumulated Benefit ($)
 
Payments
During Last
Fiscal Year
($)
 
                 
Robert R. Tabas
Royal Bank America
   
26
   
$
1,455,720
   
$
98,345
 
Principal Executive Officer
Supplemental Executive Retirement Plan
                       
Chairman and CEO
                            
 
 
                       

Other than the SERP, the Corporation does not maintain any pension or non-qualified deferred compensation plans at this time.

Description of Employment Agreements

On November 27, 2013, following receipt of required regulatory approval, the Corporation and the Bank entered into employment agreements with four executive officers:  President and Chief Executive Officer F. Kevin Tylus; Executive Vice President and Chief Administrative and Risk Officer Robert A. Kuehl; Executive Vice President and Chief Lending Officer Andrew J. Miller; and Executive Vice President and Chief Financial Officer Michael S. Thompson.  The initial terms of the agreements expire on December 31, 2014 (December 31, 2015 in the case of Mr. Tylus), subject to annual renewals thereafter absent notice of nonrenewal by either party at least 90 days prior to an annual renewal date.

Each officer is entitled to a specified annual base salary under his agreement:  $425,000 for Mr. Tylus; $245,200 for Mr. Kuehl; $215,000 for Mr. Miller; and $180,000 for Mr. Thompson.  Mr. Tylus will also receive $100,000 annually in salary stock payable in fully vested shares of the Corporation's common stock valued at the time of payment.  The agreements also provide for participation in employee benefit plans and programs maintained by the Corporation and the Bank for the benefit of their executive officers, including discretionary cash bonuses (if awarded), participation in health, disability benefit, life insurance, pension, profit sharing, retirement and stock-based compensation plans and certain fringe benefits described in the agreements.

Following a "change in control" of the Corporation, if the Corporation or the Bank terminates the employment of Mr. Tylus other than for cause or disability, or if Mr. Tylus resigns after the occurrence of specified events of "good reason," Mr. Tylus will receive a lump-sum cash payment equal to one year of his base salary.  He would also receive a lump-sum cash payment equal to one year of base salary if the Corporation or the Bank terminates his employment other than for cause or disability, or if he resigns after the occurrence of specified events of "good reason," absent a change in control of the Corporation.  Under certain circumstances, the Corporation and the Bank would enter into a one-year consulting agreement with Mr. Tylus in lieu of payment of severance benefits under his agreement.  The other officers would also receive a lump-sum payment equal to one year of base salary in the event that the Corporation or the Bank terminates their employment other than for cause or disability, or they resign after the occurrence of specified events of good reason, following a change in control or if their employment is terminated by the Corporation or the Bank other than for cause or disability absent a change in control of the Corporation.  Each agreement provides for the reduction of any severance payments to the applicable officer to the extent necessary to ensure that he will not receive "excess parachute payments" under Section 280G of the Internal Revenue Code of 1986, as amended.

As a result of the Corporation's participation in the TARP Capital Purchase Program, the Corporation is prohibited from making any payments with respect to certain of its most highly compensated employees, which would include Messrs. Tylus, Kuehl, Miller and Thompson, in connection with a separation from service or change in control (except for payments on account of death or disability or for services performed or benefits accrued) during the period in which any obligation arising from the sale of securities to the United States Treasury remains outstanding.  Accordingly, at the present time, the Corporation and the Bank would be prohibited under the rules relating to the TARP Capital Purchase Program from making any of the severance payments provided under the employment agreements and described above.  In addition, as required by federal banking regulations, at the present time the Corporation and the Bank must receive prior approval from their primary regulators before making any payments in the nature of severance under the agreements.

Consulting Agreements

In connection the retirement of Mr. Tabas and Mr. Stempel as executive officers of the Corporation and the Bank at the end of 2012, the Corporation entered into consulting agreements with Mr. Tabas and Mr. Stempel to ensure a smooth transition of their duties to Mr. Tylus.  Pursuant to the consulting agreements, Mr. Tabas and Mr. Stempel agreed to consult on Bank and Corporation operations for the period from January 1, 2013 to June 30, 2013.  For their services, Mr. Tabas was paid a consulting fee of $4,279.17 per month and a stipend as the Chairman of the Board of $7,500 per quarter and Mr. Stempel was paid a consulting fee of $3,759.33 per month.  After June 30, 2013, Mr. Tabas continued to serve as Chairman of the Board and is paid an annual stipend of $81,350.  Mr. Tabas and his eligible dependents are also eligible to participate in the Corporation’s medical benefit plan on the same terms as provided generally to the Corporation’s senior executives.  Mr. Stempel continues to serve as a director of the Corporation and the Bank and receives the same board fees as other directors.  Under his consulting agreement, Mr. Stempel also is entitled to receive health care insurance benefits.

Director Compensation Table

Director compensation is based on analysis conducted by the Corporation’s management and the Committee, and focuses on director compensation practices of its peers, especially those peers of similar asset size as the Corporation.  Fees paid to non-employee board members are as follows:

a) Annual retainer of $10,000. (This retainer is paid quarterly and each director has the opportunity to take the cash equivalent in shares of the Corporation’s Class A common stock in lieu of the cash payment.)  Should a board member miss three meetings during a calendar year, any unpaid quarterly retainer is forfeited; and

b) A board meeting attendance fee of $1,250 per meeting.  The board member must be present in person at the meeting in order to be entitled to receive the fee.  In the event a board member attends via teleconference, the fee paid will be 50% of the regular fee for attendance.

In previous years, board members received annual grants of stock options.  The exercise price for each option grant is set in the same manner as the Option Plan, detailed above.  However, no stock options have been granted for board service since 2008.

In addition, fees are paid to sub-committees of the board.  The Chair of the respective sub-committee may also be paid a fee different from non-Chair sub-committee members.  The principal committees and sub-committees of the board are the (i) Executive Loan Committee; (ii) Audit Committee; (iii) Compensation Committee; (iv) Board Risk Committee; (v) Nominating and Governance Committee; (vi) Special Assets Committee; and (vii) Board Capital and Strategy Committee.  Independent directors also receive fees for meetings of the independent directors which they attend.  With the exception of the Chair of the Audit Committee, the presiding director for the independent directors meetings, the Chair of the Nominating and Governance Committee, and the Chair of the Compensation Committee, each outside director is paid $500 per committee meeting. Outside directors are compensated at the reduced per meeting rates of $300 for teleconference committee meetings and $400 for web-based meetings. The Chair of the Audit Committee is paid $750 per meeting, plus a monthly retainer of $1,000. The Lead Independent Director is paid a monthly retainer of $1,500.  The presiding director for meetings of the independent directors is paid $750 per meeting.

The following table provides information on payments made to all outside directors by the Corporation and subsidiaries during 2013, except for Mr. Tabas whose compensation is reported in the “Summary Compensation Table” and related tables.
Director Compensation Table
 
                    
 
Fees
     
Non-Equity
 
Nonqualified
     
 
Earned
     
Incentive
 
Deferred
 
All
   
 
or Paid
 
Stock
 
Option
 
Plan
 
Compensation
 
Other
   
  
in Cash
 
Awards
 
Awards
 
Compensation
 
Earnings
 
Compensation
 
Total
 
Director Name
($)
 
($) (1)
 
($) (1)
 
($)
 
($)
 
($)(2)
 
($)
 
                   
Edward F. Bradley
 
$
52,000
                               
$
52,000
 
William R. Hartman
 
$
62,750
                                       
$
62,750
 
Wayne R. Huey, Jr.
 
$
43,525
                                       
$
43,525
 
Michael J. Piracci
 
$
34,600
                                       
$
34,600
 
Linda Tabas Stempel
 
$
25,000
                                       
$
25,000
 
Murray Stempel, III
 
$
35,025
                                   
$
35,224
   
$
70,249
 
Edward B. Tepper
 
$
36,200
                                           
$
36,200
 
Gerard M. Thomchick
 
$
39,100
                                           
$
39,100
 
Howard Wurzak
 
$
44,000
                                           
$
44,000
 

(1) No stock awards or stock options were made during 2013.
(2) Includes consulting fees of $22,556 and $12,668 reflecting the value of health care insurance benefits received by Mr. Stempel in 2013.  For a description of the consulting fees and other benefits received by Mr. Stempel under a consulting agreement during 2013, see “Consulting Agreements” above.

Outstanding Stock Options Held by Directors

The following table provides information on total outstanding stock options held by outside directors under the Director Plan at March 31, 2014:

Director Stock Options Table
 
        
Number of
 
 
Number of
 
Number of
 
Securities
 
 
Securities
 
Securities
 
Underlying
 
 
Underlying
 
Underlying
 
Unexercised
 
 
Unexercised
 
Unexercised
 
Options (#)
 
 
Options (#)
 
Options (#)
 
Total
 
Director Name
Exercisable
 
Unexercisable
 
Outstanding
 
           
Edward F. Bradley
   
-
     
-
     
-
 
William R. Hartman
   
-
     
-
     
-
 
Wayne R. Huey, Jr.
   
-
     
-
     
-
 
Michael J. Piracci
   
-
     
-
     
-
 
Linda Tabas Stempel
   
8,069
     
-
     
8,069
 
Murray Stempel, III
   
12,400
             
12,400
 
Edward B. Tepper
   
8,069
     
-
     
8,069
 
Gerard M. Thomchick
   
-
     
-
     
-
 
Howard Wurzak
   
8,069
     
-
     
8,069
 

Compensation Committee Interlocks and Insider Participation

No member of the board of directors who served on the Compensation Committee during the fiscal year 2013 was an officer or employee of the Corporation or any if its subsidiaries. None of our executive officers serves as a member of the board of directors or Compensation Committee of any other entity that has one or more of its executive officers serving on our Board of Directors or Compensation Committee.
 
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS
 
Securities Authorized for Issuance Under Equity Compensation Plans
 
The following tables provide certain information regarding securities issued or issuable under the Corporation’s equity compensation plans as of December 31, 2013:
 
Outside Director Stock Option Plan
Number of Securities
to be issued upon
exercise of
outstanding options,
warrants and rights
 
Weighted average
exercise price of
outstanding options,
warrants and rights
 
Number of securities
remaining available for
issuance under equity
plans (excluding
securities reflected in
first column)
 
   
 
 
 
 
Equity compensation plan approved by security holders
   
58,306
   
$
21.15
     
-
 
Equity compensation plan not approved by security holders
   
-
     
-
     
-
 
Total
   
58,306
   
$
21.15
     
-
 

Employee Stock Option Plan
Number of Securities
to be issued upon
exercise of
outstanding options,
warrants and rights
 
Weighted average
exercise price of
outstanding options,
warrants and rights
 
Number of securities
remaining available for
issuance under equity
plans (excluding
securities reflected in
first column)
 
               
Equity compensation plan approved by security holders
   
217,561
   
$
21.50
     
-
 
Equity compensation plan not approved by security holders
   
-
     
-
     
-
 
Total
   
217,561
   
$
21.50
     
-
 

Long Term Incentive Plan
Number of Securities
to be issued upon
exercise of
outstanding options,
warrants and rights
 
Weighted average
exercise price of
outstanding options,
warrants and rights
 
Number of securities
remaining available for
issuance under equity
plans (excluding
securities reflected
in first column)
 
   
 
 
 
 
 
Equity compensation plan approved by security holders
   
86,226
   
$
9.22
     
808,928
 
Equity compensation plan not approved by security holders
   
-
     
-
     
-
 
Total
   
86,226
   
$
9.22
     
808,928
 

Information concerning the directors and named executive officers of the Corporation and all directors and named executive officers as a group, is set forth in the following table, including the number of shares of common stock of the Corporation beneficially owned, as of March 31, 2014, by each of them.  The table includes options exercisable within 60 days of March 31, 2014, stock options unexercised but currently exercisable, and stock beneficially owned. Unless otherwise indicated in a footnote, shares reported in this table are owned directly by the reporting person and such person holds sole voting and investment power with respect to such shares.  The percent of class assumes all options exercisable within 60 days of March 31, 2014, have been exercised and, therefore, on a pro forma basis, 11,120,916 shares of Class A common Stock would be outstanding.  The information is furnished as of March 31, 2014, on which date 1,970,925 Class B shares were issued and outstanding.
                   
Class A Shares
   
Class B Shares
 
       
Director
   
Beneficially
   
Percent of
   
Beneficially
   
Percent of
 
Name
 
Age
   
Since
   
Owned
   
Class
   
Owned
   
Class
 
                               
Class I Directors
                       
Edward F. Bradley
   
70
     
2008
     
21,824
     
0.20
%
   
-
     
0.00
%
Linda Tabas Stempel (1) (2) (3)
   
62
     
2003
     
937,680
     
8.43
%
   
82,919
     
4.21
%
Howard Wurzak (2)
   
59
     
1987
     
946,787
     
8.52
%
   
76,336
     
3.87
%
Class II Directors
                                               
William R. Hartman
   
65
     
2011
     
19,971
     
0.18
%
   
-
     
0.00
%
Murray Stempel, III (2) (3)
   
59
     
1997
     
950,729
     
8.55
%
   
-
     
0.00
%
Robert R. Tabas (1) (2)
   
58
     
1988
     
892,630
     
8.03
%
   
82,683
     
3.96
%
Class III Directors
                                               
F. Kevin Tylus
   
59
     
2013
     
47,119
     
0.42
%
   
-
     
0.00
%
Michael J. Piracci
   
68
     
2010
     
-
     
0.00
%
   
-
     
0.00
%
Edward B. Tepper
   
75
     
1986
     
39,501
     
0.36
%
   
13
     
0.00
%
Other Directors (4)
                                               
Wayne R. Huey, Jr.
   
69
     
2011
     
14,971
     
0.13
%
   
-
     
0.00
%
Gerard M. Thomchick
   
58
     
2011
     
-
     
0.00
%
   
-
     
0.00
%
                                                   
Non-Director Executive Officer
                                               
Robert A. Kuehl (5)
   
65
     
N/
A
   
9,500
     
0.09
%
   
-
     
0.00
%
Michael S. Thompson (6)
   
42
     
N/
A
   
12,997
     
0.12
%
   
-
     
0.00
%
Andrew J. Miller (7)
   
59
     
N/
A
   
-
     
0.00
%
   
-
     
0.00
%
                                                  
All directors and executive officers as a group (14 persons) and Daniel M. Tabas Trust (8)
     
2,964,063
     
26.82
%
   
1,362,730
     
69.14
%

(1) Linda Tabas Stempel, Robert R. Tabas and Nicholas Randazzo share voting and dispositive control over 1,120,779 shares of Class B common stock held in the Daniel M. Tabas Trust. These shares are not included in the share ownership reported in this table for Ms. Stempel or for Mr. Tabas (See footnote (1) on page 3).
(2) Robert R. Tabas, Murray Stempel, III, Linda Tabas Stempel, Howard Wurzak and members of their immediate families and their affiliates, in the aggregate, own 2,798,215 shares of Class A common stock (25.16% of Class A) and 1,362,717 shares of Class B common stock (69.14% of Class B) or 32.78% of Class A assuming the full conversion of Class B common stock at a current conversion rate of 1.15 shares of Class A common stock for each share of Class B common stock.
(3) Linda Tabas Stempel and Murray Stempel, III are married.  Mr. Stempel’s shares include 5,428 Class A shares related to shares that he has the voting and dispositive power for a grandchild of Evelyn Tabas.
(4) As a result of the Corporation missing the sixth quarterly dividend payment in November of 2010, the Treasury Department exercised its rights under the TARP Capital Purchase Program agreement and appointed two directors to the board of directors. Under the terms of the Series A Preferred Stock instrument issued to Treasury, these directors will serve as directors at a minimum until all accrued and unpaid dividends have been paid in full by the Corporation.
(5) Mr. Kuehl served as the Corporation’s Chief Financial Officer from October 2008 until September 2012.  Mr. Kuehl is currently the Corporation’s Chief Administrative and Risk Officer.
(6) Mr. Thompson was appointed the Corporation’s Chief Financial Officer in September 2012.  Prior to September 2012, Mr. Thompson served as the Corporation’s Chief Accounting Officer.
(7) Mr. Miller was appointed the Corporation’s Executive Vice President and Chief Lending Officer in May 2012.  Prior to May 2012, Mr. Miller served as chief lending officer of Beneficial Mutual Savings Bank.
(8) The number of shares included in total for directors, officers and the Daniel Tabas Trust has been reduced by 929,611 Class A shares and 82,919 Class B shares to eliminate the same shares beneficially held by both Linda Tabas Stempel and her husband, Murray Stempel, III.

The information in the preceding table was furnished by the beneficial owners or their representatives and includes direct and indirect ownership.

For purposes of determining beneficial ownership of Class A common stock, we have assumed full conversion of Class B common stock to Class A common stock at the current conversion factor of 1.15 shares of Class A common stock for each share of Class B common stock.

PRINCIPAL SHAREHOLDERS

The following table shows as of March 31, 2014, the amount of outstanding common stock beneficially owned by each shareholder (including any “group” as the term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) known by the Corporation to be the beneficial owner of more than 5% of such stock.  Each share of Class A common stock is entitled to one vote per share.  Each share of Class B common stock is entitled to ten votes per share and may be converted into shares of Class A common stock at the current rate of 1.15 shares of Class A common stock for each share of Class B common stock.  Beneficial ownership is determined in accordance with applicable regulations of the Securities and Exchange Commission and the information is not necessarily indicative of beneficial ownership for any other purpose.  For purposes of the table set forth below and the immediately preceding table, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and any shares that the individual has the right to acquire within 60 days of March 31, 2014.  In addition, a person is deemed to beneficially own any stock for which he, directly or indirectly, through any contact, arrangement, understanding, relationship or otherwise has or shares voting or investment power.

Unless otherwise indicated in a footnote, shares reported in this table are owned directly by the reporting person.  The percent of class assumes all options exercisable within 60 days of March 31, 2014, have been exercised and, therefore, on a pro forma basis, 11,120,916 shares of Class A common stock would be outstanding, net of treasury stock.

     
Class A Shares
   
Class B Shares
 
Name and Address of
 
Beneficially
   
Percent of
   
Beneficially
   
Percent of
 
Beneficial Owner
 
Owned
   
Class
   
Owned
   
Class
 
                 
Daniel M. Tabas Trust (1)
   
-
     
0.00
%
   
1,120,779
     
56.87
%
915 Montgomery Avenue
                               
Narberth, PA 19072
                               
                                 
Evelyn R. Tabas (2) (3)
   
84,299
     
0.76
%
   
31
     
0.00
%
543 Mulberry Lane
                               
Narberth, PA 19072
                               
                                 
Lee Evan Tabas (4)
   
1,370,679
     
12.33
%
   
149,662
     
7.59
%
355 W. Lancaster Avenue
                               
Haverford, PA 19041
                               
                                 
Carol Tabas (5)
   
874,998
     
7.87
%
   
82,041
     
4.16
%
39 Rosemont Lane
                               
Pittsburgh, PA 15217
                               
                                 
Susan Tabas Tepper (6)
   
604,995
     
5.44
%
   
-
     
0.00
%
717 Eagle Farm Road
                               
Villanova, PA 19085
                               
                                  

(1) The trustees for the Daniel M. Tabas Trust are, Robert R. Tabas, Linda Tabas Stempel and Nicholas Randazzo, who as a group have voting rights and dispositive control of these shares.
(2) The shares beneficially owned by Evelyn R. Tabas consist of 22,367 shares of Class A common stock owned and voted solely by Evelyn R. Tabas.
(3) Evelyn R. Tabas has sole power to vote and dispose of 61,932 shares of Class A common stock and 31 shares of Class B common stock from numerous custodial accounts and a trust for the Tabas grandchildren.
(4) Based on a Schedule 13D filing on November 26, 2008, the shares beneficially owned by Lee Evan Tabas consist of: (a) 604,995 Class A shares acquired pursuant to the 2008 Irrevocable Agreement of Trust for the Family of Lee E. Tabas from Evelyn R. Tabas of which he has sole voting power and dispositive power subject to the terms of the trust agreement; (b) 5,177 Class A and 58,887 Class B shares held by his wife, Nancy Freeman Tabas in her name over which she holds voting and dispositive power; (c) 282,461 Class A shares held by Lee Evan Tabas and Nancy Freeman Tabas as joint tenants in common; and (d) 193,482 Class A and 5,918 Class B shares owned collectively by the Samuel Bradford Tabas Trust, the Elizabeth Rebecca Tabas Trust, the Theodore Herschel Tabas Trust and the Melissa Tamara Tabas Trust. Samuel, Elizabeth, Theodore, and Melissa are the adult children of Lee and Nancy Tabas. Lee and Nancy Tabas share voting and dispositive power over the shares they hold jointly and for the shares held in the trusts in the names of their adult children.  In addition, Lee Tabas also has the power to vote and dispose of 284,564 Class A and 84,857 Class B shares held in the Lee Evan Tabas Trust.
(5) The shares beneficially owned by Carol Tabas consist of:  (a) 604,995 Class A shares acquired pursuant to the 2008 Irrevocable Agreement of Trust for Carol Tabas from Evelyn R. Tabas of which she has sole voting and dispositive power subject to the terms of the trust agreement; (b) 36,606 Class A shares in the Lily Ashley Stofman Trust of which she has sole voting power; (c) 8,401 Class A shares in the Gregory Rome Stofman Trust of which she has sole voting power; and (d) 5,922 Class A shares in the Maxwell Hunter Stofman Trust of which she has sole voting power.  In addition, Carol Tabas has the power to vote and dispose of 219,074 Class A and 82,041 Class B shares held in the Carol Tabas Trust.
(6) The shares beneficially owned by Susan Tabas Tepper consist of 604,995 Class A shares acquired pursuant to the 2008 Irrevocable Agreement of Trust for Susan Tabas Tepper from Evelyn R. Tabas of which she has sole voting and dispositive power subject to the terms of the trust agreement.  Ms. Tepper disclaims beneficial interest in, and therefore the amount in the table above does not include, 248,778 Class A and 82,647 Class B shares held in the Susan Tabas Tepper Trust since she does not have voting or dispositive power over the shares.

ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The board of directors determined that the following directors are not independent within the meaning of the NASDAQ listing standards: F. Kevin Tylus, President and Chief Executive Officer of the Corporation, Linda Tabas Stempel, Murray Stempel, III, Robert R. Tabas, Chairman of the Board, and Howard Wurzak, Chairman and CEO of the Wurzak Hotel Group. Due to an exemption as a “Controlled Company” under NASDAQ Rules, we are not required to meet certain NASDAQ independence standards for our Board of Directors. NASDAQ Rules define a “Controlled Company” as one in which more than 50% of the voting power is held by an individual, group or another company. As shown in the above stock ownership table, through its ownership of Class A and Class B common stock, the Daniel Tabas Trust and Evelyn R. Tabas control more than 50% of the voting power of the Corporation.  For more information regarding the familial relationships and the transactions considered, see “DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE”.

The board of directors has determined that a lending relationship resulting from a loan made by the Bank to a director would not affect the determination of independence if the loan complies with Regulation O under the federal banking laws.  The board of directors also determined that maintaining with the Bank a deposit, savings or similar account by a director or any of the director’s affiliates would not affect the determination of independence if the account is maintained on the same terms and conditions as those available to similarly situated customers.  Additional categories or types of transactions or relationships considered by the board of directors regarding director independence include, but are not limited to: family relationships, existing significant consulting relationships, an existing commercial relationship between the director’s organization and the Corporation, or new business relationships that develop through board membership.

The independent directors meet regularly in executive session without management present.

Interest of Management and others in certain transactions

NASDAQ Marketplace Rule 4350(h) requires that we conduct an appropriate review of related party transactions for potential conflict of interest situations on an ongoing basis, and all such transactions must be approved by our Audit Committee or another independent body of the board of directors.
Our Code of Ethics requires all directors, officers and employees who may have a potential or apparent conflict of interest to notify our Chief Executive Officer.  A conflict exists any time one faces a choice between what is in a person’s own personal interest (financial or otherwise) and the interest of the Corporation.  Prior to consideration, full disclosure of all material facts concerning the relationship and financial interest of the relevant individuals in the transaction is required.

To identify related party transactions, each year, we submit and require our directors and officers to complete Director and Officer Questionnaires identifying any transaction with us or any of our subsidiaries in which the officer or director or their family members have an interest.

In the ordinary course of business, the Bank has had, and expects to have in the future, banking transactions with directors, officers of the Bank, principal shareholders of the Corporation and their associates which involve substantially the same terms, including interest rates, collateral and repayment terms as those prevailing at the time for comparable transactions with other parties not related to the lender, and no more than the normal risk of collectability or other unfavorable features.

The largest aggregate amount of indebtedness to the Corporation and the Bank during the year 2013, by all directors (as of December 31, 2013) and officers of the Corporation and Bank as a group, and their affiliates, was $1.4 million.  The total of such outstanding loans at December 31, 2013, was $234,000 (including available funds not disbursed), representing 0.5% of shareholders’ equity in the Corporation. There is one fixed rate loan with an interest rate of 5.00% and one floating rate loan with an interest rate equal to prime plus 100 basis points.

The Corporation has had and intends to have business transactions in the ordinary course of business with directors, officers and associates on comparable terms as those prevailing from time to time for other non-affiliated vendors of the Corporation.  During 2013, the Corporation used the services and banquet facilities of the Hilton Philadelphia Hotel for its board of directors meetings.  The Hilton Philadelphia Hotel complex is managed by Howard Wurzak and owned by Stout Road Hotel Development, 37.5% of which is owned by Evelyn R. Tabas, 37.5% of which is owned by the Daniel M. Tabas Trust, and 25% of which is owned by Howard and Joanne Wurzak.  In addition, the Corporation used the services and banquet facilities of the Sheraton Valley Forge for some of its board of director meetings and the annual shareholders meeting in 2013.  The Sheraton Valley Forge is managed by Howard Wurzak and owned 33% by the Daniel M. Tabas Trust and 17% by Howard Wurzak and other members of his immediate family.

ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES

Under the Audit Committee’s charter, the Committee is responsible for the selection of the Corporation’s independent registered public accounting firm.  The Committee also evaluates and monitors the auditors’ qualifications, performance and independence.  This evaluation includes a review and evaluation of the lead partner of the independent registered public accounting firm.  The Committee also takes into account the opinion of the Corporation’s management.  More can be learned about the Committee’s responsibility with the independent registered public accounting firm in the Committee’s charter, which is available on the Corporation’s website at www.royalbankamerica.com under the heading “Regulatory Filings” on the “Investor Relations” page.

Although ratification is not required by our Bylaws or otherwise, the board of directors is submitting the selection of ParenteBeard LLC to our shareholders for ratification because we value our shareholders’ views on the Corporation’s independent registered public accounting firm. If our shareholders fail to ratify the selection, it will be considered as notice to the Board of Directors and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Corporation.

Representatives of ParenteBeard LLC will be present at the meeting to respond to appropriate questions.

The Audit Committee unanimously selected ParenteBeard LLC, as the Corporation’s independent registered public accounting firm for 2014, subject to shareholder ratification.

Audit Fees

Fees pertaining to services rendered to the Corporation and the Bank by ParenteBeard LLC during the years ended December 31, 2013 and 2012 were as follows:

   
Year ended December 31,
 
   
2013
   
2012
 
          
Audit fees
 
$
252,000
   
$
307,000
 
Audit related fees
   
12,000
     
12,000
 
Tax fees
   
59,000
     
61,000
 
All other fees
   
-
     
-
 
                   
Total fees:
 
$
323,000
   
$
380,000
 

Audit Fees include fees billed (or estimated to be billed) for professional services rendered for the audit of the annual consolidated financial statements and fees billed for the review of financial statements, including expenses, included in the Corporation's Forms 10-K and 10-Q and services that are normally provided by ParenteBeard LLC for 2013 and for 2012 in connection with statutory and regulatory filings or engagements.  Audit fees for 2013 include fees related to the Corporation’s registration statement in connection with the Corporation’s anticipated shareholder rights offering.

Audit Related Fees for 2013 and 2012 include fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the registrant’s financial statements and are not reported under the Audit Fees section of the table above.  Audit Related Fees are related to audit of the Corporation's 401(k) Plan.

Tax Fees for 2013 and 2012 include fees billed for professional services rendered by ParenteBeard LLC for tax compliance, tax advice, and tax planning.  These services include review and preparation of the Corporation's federal and state tax returns.

 The Audit Committee maintains a policy requiring that it pre-approves all audit and permitted non-audit services provided by ParenteBeard LLC.  All non-audit services provided in 2013 were pre-approved by the Audit Committee. The Audit Committee has considered whether, and determined that, the provision of the non-audit services reflected above is compatible with maintaining ParenteBeard LLC’s independence.

PART IV
 
Item 15.
Exhibits and Financial Statement Schedules

 
(a)(1)
The following financial statements are included by reference in Part II, Item 8 hereof:
 
 
 
 
 
Report of Independent Registered Public Accounting Firm
 
 
Consolidated Statements of Condition
 
 
Consolidated Statements of Income
 
 
Consolidated Statements of Cash Flows
 
 
Consolidated Statements of Changes in Shareholders’ Equity
 
 
Notes to Consolidated Financial Statements

 
(a)(2)
List of Financial Schedules
 
 
 
 
 
Financial Statement Schedules are omitted because the required information is either not applicable, not required or is shown in the respective financial statements or in the notes thereto.
 
 
 
 
(a)(3)
Exhibits
 
 
 
 
 
The exhibits listed on the Exhibit Index of this Annual Report on Form 10-K have been previously filed, are filed herewith, or are incorporated herein by reference to other filings.

See the Index to Exhibits for a list of exhibits filed as part of this Annual Report.
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
ROYAL BANCSHARES OF PENNSYLVANIA, INC.
 
 
 
By: /s/ Michael S. Thompson
 
Michael S. Thompson
 
Chief Financial Officer
 
(Principal Financial Officer
 
and Principal Accounting Officer)
 
April 28, 2014
Exhibit Index
 
3.1
Articles of Incorporation of the Company.  (Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.)
 
 
3.2
Bylaws of the Company.  (Incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.)
 
 
4.1
Junior Subordinated Debt Security Due 2034 issued by Royal Bancshares of Pennsylvania, Inc. to JPMorgan Chase Bank, as Institutional Trustee, dated October 27, 2004.  (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (included as Exhibit A to Exhibit 10.1) filed with the Commission on November 1, 2004.)
 
 
4.2
Junior Subordinated Debt Security Due 2034 issued by Royal Bancshares of Pennsylvania, Inc. to JPMorgan Chase Bank, as Institutional Trustee, dated October 27, 2004.  (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (included as Exhibit A to Exhibit 10.2) filed with the Commission on November 1, 2004.)
 
 
4.3
Indenture by and between Royal Bancshares of Pennsylvania, Inc. and JPMorgan Chase Bank, as Trustee, dated October 27, 2004.  (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on November 1, 2004.)
 
 
4.4
Indenture by and between Royal Bancshares of Pennsylvania, Inc. and JPMorgan Chase Bank, as Trustee, dated October 27, 2004.  (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on November 1, 2004.)
 
 
4.5
Guarantee Agreement by and between Royal Bancshares of Pennsylvania, Inc. and JPMorgan Chase Bank, as Guarantee Trustee, dated October 27, 2004.  (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on November 1, 2004.)
 
 
4.6
Guarantee Agreement by and between Royal Bancshares of Pennsylvania, Inc. and JPMorgan Chase Bank, as Guarantee Trustee, October 27, 2004.  (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Commission on November 1, 2004.)
 
 
10.1
Stock Option and Appreciation Right Plan. As amended on May 16, 2005 (Incorporated by reference to the Company’s Registration Statement N0. 333-129894, on Form S-8 filed with the Commission on November 22, 2005.)*
 
 
10.2
Outside Directors’ Stock Option Plan. (Incorporated by reference to the Company’s Registration Statement No. 333-25855, on Form S-8 filed with the Commission on April 5, 1997.)*
10.3
Royal Bancshares of Pennsylvania, Inc. 2007 Long-Term Incentive Plan.  (Incorporated by reference to Exhibit A to the Company’s definitive Proxy Statement dated April 6, 2007.)*
 
 
10.4
Letter Agreement, including Securities Purchase Agreement - Standard Terms, dated December 19, 2008, between Royal Bancshares of Pennsylvania, Inc. and the United States Department of the Treasury.  (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on February 26, 2009.)
 
 
10.5
Side Letter Agreement, dated February 20, 2009, between Royal Bancshares of Pennsylvania, Inc. and the United States Department of the Treasury.  (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on February 26, 2009.)
 
 
10.6
Form of Letter Agreement, dated December 19, 2008, between Royal Bancshares of Pennsylvania, Inc. and certain of its executive officers relating to executive compensation limitations under the United States Treasury Department’s Capital Purchase Program.* (Incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 filed on March 30, 2009.)
 
 
10.7
Employment Agreement dated as of November 20, 2013, between the Company, Royal Bank America and F. Kevin Tylus.* (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 27, 2013.)
 
 
10.8
Employment Agreement dated as of November 20, 2013, between the Company, Royal Bank America and Robert A. Kuehl.* (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 27, 2013.)
 
 
10.9
Employment Agreement dated as of November 20, 2013, between the Company, Royal Bank America and Andrew J. Miller.* (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on November 27, 2013.)
 
 
10.10
Employment Agreement dated as of November 20, 2013, between the Company, Royal Bank America and Michael S. Thompson.* (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on November 27, 2013.)
 
 
10.11
Royal Bank America Supplemental Executive Retirement Plan.* (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on November 13, 2009.)
 
 
10.12
SERP Participation Agreement, as amended — Robert Tabas.* (Incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on November 13, 2009.)
 
 
10.13
Investment Agreement dated March 6, 2014, between Emerald Advisers, Inc. and Royal Bancshares of Pennsylvania, Inc. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 11, 2014).
 
 
10.14
Securities Purchase Agreement dated March 10, 2014, among Royal Bancshares of Pennsylvania, Inc. and the purchasers named therein. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 11, 2014).
10.15
Registration Rights Agreement dated March 10, 2014, among Royal Bancshares of Pennsylvania, Inc. and the purchasers named therein. (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on March 11, 2014).
 
 
10.16
Stock Purchase Agreement dated August 13, 2013, between The Daniel M. Tabas Trust and Royal Bancshares of Pennsylvania, Inc. (Incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement No. 333-190973 on Form S-1).
 
 
11.
Statement re: Computation of Earnings Per Share.  (Included at Item 8, hereof, Note 18, “Earnings Per Common Share”.)**
 
 
21.
Subsidiaries of Registrant.**
 
 
23.
Consent of Independent Registered Public Accounting Firm.**
 
 
Rule 13a-14(a)/15-d-14(a) Certification of Principal Executive Officer.
 
 
Rule 13a-14(a)/15-d-14(a) Certification of Principal Financial Officer.
 
 
Section 1350 Certification of Principal Executive Officer.
 
 
Section 1350 Certification of Principal Financial Officer.
 
 
99.1
Certification of Principal Executive Officer pursuant to the Emergency Economic Stabilization Act of 2008.**
 
 
99.2
Certification of Principal Financial Officer pursuant to the Emergency Economic Stabilization Act of 2008.**
 
 
101
Interactive Data File**
 
*  Denotes compensation plan or arrangement.
** Previously filed.
 
24