(1)
|
Title
of each class of securities to which transaction
applies:
|
|
N/A
|
||
(2)
|
Aggregate
number of securities to which transactions applies:
|
|
N/A
|
||
(3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was
determined):
|
|
N/A
|
||
(4)
|
Proposed
maximum aggregate value of transaction:
|
|
N/A
|
||
(5)
|
Total
fee paid:
|
|
N/A
|
£
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify thefiling for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
(1)
|
Amount
Previously Paid:
|
|
N/A
|
||
(2)
|
Form,
Schedule or Registration Statement No.:
|
|
N/A
|
||
(3)
|
Filing
Party:
|
|
N/A
|
||
(4)
|
Date
Filed:
|
|
N/A
|
Sincerely,
|
|
/s/ Richard J. Gavegnano
|
|
Richard
J. Gavegnano
|
|
Chairman
of the Board and
|
|
|
Chief
Executive Officer
|
TIME
AND DATE
|
11:00
a.m. on May 19, 2010
|
|
PLACE
|
Peabody
Office of East Boston Savings Bank
|
|
67
Prospect Street
|
||
Peabody,
Massachusetts 01960
|
||
ITEMS
OF BUSINESS
|
(1)
|
To
elect four directors to serve for a term of three
years.
|
(2)
|
To
ratify the selection of Wolf & Company, P.C. as our independent
registered public accounting firm for fiscal year 2010.
|
|
(3)
|
To
transact such other business as may properly come before the meeting and
any adjournment or postponement thereof.
|
|
RECORD
DATE
|
To
vote, you must have been a stockholder at the close of business on March
31, 2010.
|
|
PROXY
VOTING
|
It
is important that your shares be represented and voted at the
meeting. You can vote your shares by completing and returning
the proxy card or voting instruction card sent to you. Voting
instructions are printed on your proxy or voting instruction card and
included in the accompanying proxy statement. You can revoke a
proxy at any time before its exercise at the meeting by following the
instructions in the proxy statement.
|
|
/s/ Vincent D. Basile
|
||
Vincent
D. Basile
|
||
Corporate
Secretary
|
||
April
14, 2010
|
|
•
|
for each of the
nominees for director; and
|
|
•
|
for
ratification of the appointment of Wolf & Company, P.C. as the
Company’s independent registered public accounting
firm.
|
Director
|
Audit
Committee
|
Compensation
Committee
|
Nominating/
Corporate
Governance
Committee
|
|||
Vincent
D. Basile
|
X
|
|||||
Marilyn
A. Censullo
|
X*
|
X
|
||||
Anna
R. DiMaria
|
X
|
|||||
Richard
F. Fernandez
|
X
|
X
|
||||
Domenic
A. Gambardella
|
X*
|
X*
|
||||
Carl
A. LaGreca
|
X
|
|||||
Gregory
F. Natalucci
|
X
|
X
|
||||
Number
of Committee Meetings in 2009
|
13
|
7
|
5
|
*
|
Denotes
Chairperson.
|
Name and Address
|
Number
of
Shares
Owned
|
Percent
of
Common Stock
Outstanding
|
|||||
Meridian
Financial Services, Incorporated
10
Meridian Street
East
Boston, Massachusetts 02128
|
13,164,109
|
58.21%
|
|||||
Bay
Pond Partners, L.P.
C/O
Wellington Management Company, LLP (1)
75
State Street
Boston,
MA 02109
|
1,143,800
|
5.06%
|
|||||
Wellington
Management Company LLP (2)
75
State Street
Boston,
MA 02109
|
1,977,000
|
8.74%
|
(1)
|
Based
exclusively on a Schedule 13G filed by Bay Pond Partners, L.P. with the
Securities and Exchange Commission on February 12,
2010.
|
(2)
|
Based
exclusively on a Schedule 13G filed by Wellington Management Company, LLP
with the Securities and Exchange Commission on February 12,
2010.
|
Name
|
Number
of Shares
Owned
|
Percent
of Common
Stock
Outstanding
|
||||||
Directors
|
||||||||
Vincent
D. Basile
|
12,000 | (1) | * | |||||
Marilyn
A. Censullo
|
10,500 | (2) | * | |||||
Anna
R. DiMaria
|
14,500 | (3) | * | |||||
Richard
F. Fernandez
|
16,500 | (4) | * | |||||
Domenic
A. Gambardella
|
17,500 | (5) | * | |||||
Richard
J. Gavegnano
|
175,000 | (6) | * | |||||
Thomas
J. Gunning
|
1,000 | (7) | * | |||||
Carl
A. LaGreca
|
6,000 | (8) | * | |||||
Edward
L. Lynch
|
19,500 | (9) | * | |||||
Edward
J. Merritt
|
2,500 | (10) | * | |||||
Gregory
F. Natalucci
|
9,900 | (11) | * | |||||
James
G. Sartori
|
17,547 | (12) | * | |||||
Paul
T. Sullivan
|
15,000 | (13) | * | |||||
Named
Executive Officers Who Are Not Also Directors
|
||||||||
Deborah
J. Jackson
|
27,000 | (14) | * | |||||
Keith
Armstrong
|
12,500 | (15) | * | |||||
John
Migliozzi
|
13,850 | (16) | * | |||||
All
directors and executives as a group (16 persons)
|
370,797 | 1.6 | % |
*
|
Less
than 1%.
|
(1)
|
Includes
6,200 restricted shares and 3,000 shares that may be acquired at the
exercise price of $9.50 per share under options that are presently
exercisable or will become exercisable within 60
days.
|
(2)
|
Includes
6,200 restricted shares and 3,000 shares that may be acquired at the
exercise price of $9.50 per share under options that are presently
exercisable or will become exercisable within 60
days.
|
(3)
|
Includes
6,200 restricted shares and 3,000 shares that may be acquired at the
exercise price of $9.50 per share under options that are presently
exercisable or will become exercisable within 60
days.
|
(4)
|
Includes
2,000 shares held in an IRA, 2,000 shares held by spouse, 6,200 restricted
shares and 3,000 shares that may be acquired at the exercise price of
$9.50 per share under options that are presently exercisable or will
become exercisable within 60 days.
|
(5)
|
Includes
5,000 shares held jointly with spouse, 7,000 restricted shares and 5,000
shares that may be acquired at the exercise price of $9.50 per share under
options that are presently exercisable or will become exercisable within
60 days.
|
(6)
|
Includes
87,000 restricted shares, 13,000 shares pledged as collateral and 35,000
shares that may be acquired at the exercise price of $9.50 per share under
options that are presently exercisable or will become exercisable within
60 days.
|
(7)
|
Includes
1,000 restricted shares.
|
(8)
|
Includes
5,000 restricted shares.
|
(9)
|
Includes
6,200 restricted shares and 3,000 shares that may be acquired at the
exercise price of $9.50 per share under options that are presently
exercisable or will become exercisable within 60
days.
|
(10)
|
Includes
2,500 restricted shares.
|
(11)
|
Includes
400 shares held in an IRA, 6,200 restricted shares and 3,000 shares that
may be acquired at the exercise price of $9.50 per share under options
that are presently exercisable or will become exercisable within 60
days.
|
(12)
|
Includes
1,500 shares held in an IRA, 1,047 shares held by spouse, 7,000 restricted
shares and 5,000 shares that may be acquired at the exercise price of
$9.50 per share under options that are presently exercisable or will
become exercisable within 60 days.
|
(13)
|
Includes
7,000 restricted shares and 5,000 shares that may be acquired at the
exercise price of $9.50 per share under options that are presently
exercisable or will become exercisable within 60
days.
|
(14)
|
Includes
13,000 restricted shares and 10,000 shares that may be acquired at the
exercise price of $8.57 per share under options that are presently
exercisable or will become exercisable within 60
days.
|
(15)
|
Includes
6,500 restricted shares and 5,000 shares that may be acquired at the
exercise price of $9.50 per share under options that are presently
exercisable or will become exercisable within 60
days.
|
(16)
|
Includes
6,200 restricted shares and 2,000 shares that may be acquired at the
exercise price of $9.50 per share under options that are presently
exercisable or will become exercisable within 60
days.
|
2009
|
2008
|
|||||||
Audit
fees
|
$ | 323,000 | $ | 383,000 | ||||
Audit-related
fees
|
$ | 15,000 | $ | 14,400 | ||||
Tax
fees
|
$ | 27,000 | $ | 32,000 | ||||
All
other
fees
|
$ | 39,500 | $ | 20,000 |
|
·
|
Meeting
the Demands of the Market – Our goal is to compensate our employees at
competitive levels in relation to surveyed averages to position us as the
preferred employer among our peers who provide similar financial services
in the regional market. Base pay and incentive pay for all
employees, and stock-based benefit plans for eligible employees will be
positioned relative to our peers’ offerings to either meet or exceed, or
in some cases lag, depending on the employment environment. Base pay at
equitable levels is most important in meeting the market. It is
the component of compensation that most directly affects current and
near-term standard of living and it is the most easily compared between
competing job offers. Our Incentive Compensation Plan is almost
equally important as it focuses rewards based on current year individual
and bank performance.
|
|
·
|
Aligning
with Stockholders – We use equity compensation as a key component of our
compensation mix to develop a culture of ownership among our key personnel
and to align their individual financial interests with the interests of
our stockholders. Long-term incentives such as the 2008 Equity
Incentive Plan (the “EIP”) and the Employee Stock Ownership
Plan (the “ESOP”) are important in aligning interests with
stockholders. The ESOP and the EIP place stock in the hands of
employees and executives over the course of time and will become an
increasingly important part of total
compensation.
|
|
·
|
Driving
Performance – We will structure compensation around the attainment of
company-wide, business unit and individual targets that return positive
results to our bottom line. Base pay rates are subject to annual merit
increases that result from performance evaluations. These
performance-based increases are directly tied to individual contributions
to bank performance and, over time, become a material portion of pay
resulting from accomplishments. Our short-term incentive bonus
plan is tied directly to individuals’ performance and loan production,
deposit generation, net earnings, cost of funds and efficiency of
enterprise-wide performance. In this plan, individuals’ performance is
rewarded, but only if East Boston Savings Bank performance reaches certain
targets established by the Compensation Committee. The plan
itself sets a target bonus payout if bank performance meets budget
projections. There are also significantly lesser payouts at two
lower tiers of performance and two higher tiers set as stretch
targets. The difference between tiers is determined in order to
draw a clear relationship between bank performance and
rewards.
|
|
·
|
Reflecting
our Business Philosophy – Our approach to compensation reflects our values
and the way we do business in the communities we serve: compensation rates
that are priced to be valued by the market and prudent for the
organization’s strategic well-being. Base pay and the incentive
compensation plan are meant to place a recognizable fair value on
employment at East Boston Savings Bank. Long-term incentives,
such as the EIP, represent longer-term value in the employment
relationship.
|
Avidia
Bank
|
Legacy
Banks
|
|
BankFive
|
The
Lowell Five Cent Savings Bank
|
|
Citizens
Union Savings Bank
|
Metro
Credit Union
|
|
Dedham
Institution for Savings
|
Newburyport
Five Cents Savings Bank
|
|
East
Cambridge Savings Bank
|
South
Shore Savings Bank
|
|
Easthampton
Savings Bank
|
The
Bank of Canton
|
|
First
Trade Union Bank
|
The
Village Bank
|
|
Hyde
Park Savings Bank
|
Unibank
|
|
Jeanne
D’Arc Credit Union
|
Bangor
Savings Bank (ME)
|
HarborOne
Credit Union
|
||
Bank
Rhode Island (RI)
|
Institution
for Savings in Newburyport
|
||
BankNewport
(RI)
|
Middlesex
Savings Bank
|
||
Berkshire
Bank
|
Pawtucket
Credit Union
|
||
Bristol
County Savings Bank
|
PeoplesBank
|
||
Brookline
Bank
|
Rockland
Trust Company
|
||
Cambridge
Savings Bank
|
Salem
Five
|
||
Cape
Cod Five Cents Savings Bank
|
United
Bank
|
||
Century
Bank and Trust Company
|
The
Washington Trust Company (RI)
|
||
East
Boston Savings Bank
|
Wainwright
Bank
|
||
Eastern
Bank
|
Watertown
Savings Bank
|
||
Florence
Savings Bank
|
Webster
Bank (CT)
|
||
Greylock
Federal Credit Union
|
Bank
Rhode Island (RI)
|
Danvers
Savings Bank
|
|
BankNewport
(RI)
|
Dedham
Institution for Savings
|
|
Berkshire
Bank
|
East
Boston Savings Bank
|
|
Bristol
County Savings Bank
|
Eastern
Bank
|
|
Brookline
Bancorp
|
Middlesex
Savings Bank
|
|
Cape
Cod Five Cents Savings Bank
|
Peoples
Bank
|
|
Century
Bank
|
Plymouth
Savings Bank
|
|
Compass
Bank for Savings
|
Watertown
Savings Bank
|
|
Country
Bank for Savings
|
The
Washington Trust Company (RI)
|
|
Credit
Union Central Falls (RI)
|
Name
and Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
(1)
|
Option
Awards
($)
(1)
|
Change
in
Pension
Value
and
Non-
Equity
Incentive
Plan
Compensation
($)
(2)
|
All
Other
Compensation
($)
(3)
|
Total
($)
|
||||||||||||||||||||||||
Richard
J. Gavegnano,
Chairman
of the
Board
and Chief
Executive
Officer (4)
|
2009
2008
2007
|
$
$
$
|
350,000
311,400
178,216
|
$
$
$
|
48,539
24,000
-
|
$
$
$
|
314,650
584,350
-
|
$
$
$
|
265,500
619,500
-
|
$
$
$
|
260,604
227,515
203,488
|
$
$ $
|
34,052
117,621
1,671
|
$
$
$
|
1,273,345 1,884,386 383,375 | |||||||||||||||||
Deborah
J. Jackson,
President
and Chief
Operating
Officer
|
2009 | $ | 233,481 | $ | - | $ | 130,650 | $ | 223,500 | $ | - | $ | 117,858 | $ | 705,489 | |||||||||||||||||
Gregory
Derderian,
Treasurer
and Chief
Financial
Officer (5)
|
2009 | $ | 104,624 | $ | - | $ | 31,465 | $ | 35,400 | $ | - | $ | - | $ | 171,489 | |||||||||||||||||
Leonard
V. Siuda,
Treasurer
and Chief
Financial
Officer (6)
|
2009
2008
2007
|
$
$
$
|
70,327
178,073
173,071
|
$
$
$
|
13,879
17,302
24,986
|
$
$
$
|
25,710
-
-
|
$
$
$
|
40,500
-
-
|
$
$
$
|
-
136,950
126,690
|
$
$
$
|
23,535
205,394
41,590
|
$
$
$
|
173,951
537,719
366,337
|
|||||||||||||||||
John
Migliozzi
Senior
Vice President
|
2009
2008
2007
|
$
$
$
|
172,500
151,364
146,048
|
$
$
$
|
14,746
14,605
19,600
|
$
$
$
|
26,970
35,960
-
|
$
$
$
|
17,700
35,400
-
|
$
$
$
|
-
-
-
|
$
$
$
|
28,828
78,458
9,939
|
$
$
$
|
260,744
315,787
175,587
|
|||||||||||||||||
Keith
Armstrong
Senior
Vice President
|
2009 | $ | 149,896 | $ | 17,015 | $ | 22,475 | $ | 44,250 | $ | - | $ | 21,505 | $ | 255,141 |
(1)
|
The
amounts shown reflect the grant date fair value of restricted stock awards
or stock options, as applicable, computed in accordance with FASB ASC
Topic 718. Refer to the Company’s Form 10-K filed on March 16, 2010 with
the Securities and Exchange Commission for the assumptions relating to
these awards.
|
(2)
|
For
each year, represents the actuarial change in pension value in the
executives’ accounts from December 31 of the prior year to
December 31 of the reported year under each executive’s Supplemental
Executive Retirement Agreement.
|
(3)
|
For
2009, employer contributions under the company match and safe harbor
provision of the 401(k) Plan were $14,865, $0, $5,052, $14,107, $9,842,
and $0 for Messrs. Gavegnano, Derderian, Siuda, Migliozzi, Armstrong and
Ms. Jackson, respectively. The amount of premiums paid for long
term care insurance was $3,831 and $3,227 for Messrs. Gavegnano and Siuda,
respectively. For 2009, employer contributions under the
company ESOP were $15,356, $15,356, $15,256, $14,721 and $11,663 for
Messrs. Gavegnano, Freehan, Siuda, Migliozzi, and Armstrong,
respectively. For Ms. Jackson, for 2009 the employer
contributed $117,858 under her Supplemental Executive Retirement
Agreement.
|
(4)
|
In
2008, Mr. Gavegnano was appointed Chief Executive Officer and after such
appointment was not paid any fees relating to his service as Chairman of
the Board, and as a member on the board of directors of East Boston
Savings Bank, board of trustees of Meridian Financial Services, committees
of each board and as a Corporator of Meridian Financial
Services.
|
(5)
|
Mr.
Derderian resigned from his position at the Company effective December 31,
2009.
|
(6)
|
Mr.
Siuda resigned from his position at the Company effective April 29,
2009. Refer to the information pertaining to the related
separation agreement below. The value of Mr. Siuda’s
Supplemental Executive Retirement Agreement decreased by $54,123 between
January 1, 2009 and his resignation
date.
|
Name
|
Grant
Date
|
All
Other Stock
Awards:
Number
of
Shares of Stock
(#)
|
All
Other Option
Awards:
Number
of
Securities
Underlying
Options
(#)
|
Exercise
Price of
Option
Awards
|
Grant
Date Fair
Value
of Stock
and
Option
Awards
(3)
|
Richard
J. Gavegnano
|
10/27/2009
|
35,000
(1)
|
75,000
(1)
|
$8.99
|
$580,150
|
Deborah
J. Jackson
|
3/27/2009
10/27/2009
|
10,000
(2)
5,000
(1)
|
50,000
(2)
25,000
(1)
|
$8.57
$8.99
|
$220,700
$133,450
|
Gregory
Derderian (4)
|
10/27/2009
|
3,500
(1)
|
10,000
(1)
|
$8.99
|
$
66,865
|
Leonard
V. Siuda (5)
|
3/27/2009
|
3,000
(2)
|
15,000
(2)
|
$8.57
|
$
66,210
|
John
Migliozzi
|
10/27/2009
|
3,000
(1)
|
5,000 (1)
|
$8.99
|
$
44,670
|
Keith
Armstrong
|
10/27/2009
|
2,500
(1)
|
12,500
(1)
|
$8.99
|
$
66,725
|
(1)
|
The
awards vest at a rate of 20% per year, commencing on October 27,
2010.
|
(2)
|
The
awards vest at a rate of 20% per year, commencing on March 27,
2010.
|
(3)
|
The
amounts reflect the full grant date fair value of the awards calculated in
accordance with FASB ASC No. 718. All awards were granted
pursuant to the 2008 Equity Incentive
Plan.
|
(4)
|
Mr.
Derderian resigned from his position at the Company effective December 31,
2009. Pursuant to Mr. Derderin’s resignation, all of his stock
options and stock awards were
forfeited.
|
(5)
|
Mr.
Siuda resigned from his position at the Company effective April 29,
2009.
|
Option
Awards
|
Stock
Awards
|
||||||||||||||||||||
Name
|
Number
of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
Number
of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or Units
of
Stock That
Have
Not
Vested
(#)
|
Market
Value of
Shares
or Units of
Stock
That Have Not
Vested
($)
(6)
|
|||||||||||||||
Richard
J. Gavegnano
|
35,000
—
|
140,000
75,000
|
(1)
(2)
|
$
$
|
9.50
8.99
|
10/13/2018
10/27/2019
|
52,000
35,000
|
(1)
(2)
|
$
$
|
452,400
304,500
|
|||||||||||
Deborah
J. Jackson
|
—
|
50,000
25,000
|
(3)
(4)
|
$
$
|
8.57
8.99
|
03/27/2019
10/27/2019
|
10,000
5,000
|
(3)
(2)
|
$
$
|
87,000
43,500
|
|||||||||||
Gregory
J. Derderian (4)
|
— | 10,000 | (2) | $ | 9.50 |
10/13/2018
|
3,500 | (2) | $ | 30,450 | |||||||||||
Leonard
V. Siuda (5)
|
— | 15,000 | (3) | $ | 8.57 |
03/27/2019
|
3,000 | (3) | $ | 26,100 | |||||||||||
John
Migliozzi
|
2,000 |
8,000
5,000
|
(1)
(2)
|
$
$
|
9.50
8.99
|
10/13/2018
10/27/2019
|
3,200
3,000
|
(1)
(2)
|
$
$
|
27,840
26,100
|
|||||||||||
Keith
Armstrong
|
5,000
—
|
20,000
12,500
|
(1)
(2)
|
$
$
|
9.50
8.99
|
10/13/2018
10/27/2019
|
4,000
2,500
|
(1)
(2)
|
$
$
|
34,800
21,750
|
(1)
|
Awards
vest at a rate of 20% per year on October 13, 2010, 2011, 2012 and
2013.
|
(2)
|
Awards
vest at a rate of 20% per year on October 27, 2010, 2011, 2012, 2013 and
2014.
|
(3)
|
Awards
vest at a rate of 20% per year on March 27, 2010, 2011, 2012, 2013 and
2014.
|
(4)
|
Mr.
Derderian resigned from his position at the Company effective December 31,
2009. Pursuant to Mr. Derderian’s resignation, all of his stock
options and stock awards were
forfeited.
|
(5)
|
Mr.
Siuda resigned from his position at the Company effective April 29,
2009.
|
(6)
|
Based
on the $8.70 per share trading price of our common stock on December 31,
2009.
|
Option
Awards
|
Stock
Awards
|
|||
Name
|
Number
of
Shares
Acquired
on
Exercise
|
Value
Realized
on
Exercise
|
Number
of
Shares
Acquired
on
Vesting
|
Value
Realized
on
Vesting
|
Richard
J. Gavegnano
|
—
|
$ —
|
13,000
|
$113,100
|
Deborah
J. Jackson
|
—
|
$ —
|
—
|
$ —
|
Gregory
J. Derderian
|
—
|
$ —
|
—
|
$ —
|
Leonard
V. Siuda
|
—
|
$ —
|
—
|
$ —
|
John
Migliozzi
|
—
|
$ —
|
800
|
$ 6,960
|
Keith
Armstrong
|
—
|
$ —
|
1,000
|
$ 8,700
|
Name
|
Plan
Name
|
Number
of
Years
Credited
Service
|
Present
Value
of
Accumulated
Benefit
(1)
|
Payments
during
Last
Fiscal Year
|
Richard
J. Gavegnano
|
Supplemental
Executive Retirement Agreement
|
3.5
|
$691,607
|
-
|
Leonard
V. Siuda (2)
|
Supplemental
Executive Retirement Agreement
|
16
|
$ -
|
$1,281,818
|
(1)
|
Refer
to Footnote 13 of the audited financial statements filed as part of the
Company’s Form 10-K filed on March 16, 2010 with the Securities and
Exchange Commission for material assumptions relating to the
Plan.
|
(2)
|
Mr.
Siuda resigned from his position at the Company effective April 29,
2009.
|
Name
|
Plan
Name
|
Registrant
Contributions
in
Last Fiscal Year ($)
|
Aggregate
Earnings in
2009
($)
|
Aggregate
Balance at
Last
Fiscal Year End ($)
|
Deborah
J. Jackson
|
Supplemental
Executive Retirement Agreement
|
$117,858
|
-
|
$117,858
|
|
·
|
his
rate of base salary payable in equal installments for 24 months, which
equals a gross amount of $364,226 less
withholding.
|
|
·
|
the
following payments, which he would have received regardless of whether he
entered into a separation
agreement:
|
|
·
|
(i)
a lump sum payment under his supplemental executive retirement agreement,
in the amount of $1,281,818, less
withholding;
|
|
·
|
(ii)
the continuation of split dollar and bank owned life insurance policies,
which provide a death benefit equal to $455,283 and $364,226,
respectively; and
|
|
·
|
(iii)
the continuation of long term care insurance for Mr. Siuda and his
spouse.
|
Name
|
Fees
Earned or
Paid
in Cash ($)
|
Stock
Awards
($)
(1)
|
Option
Awards
($)
(1)
|
Change
in
Pension
Value
and
Nonqualified
Deferred
($) (5)
|
All
Other
Compensation
($)
(6)
|
Total
($)
|
||||||||||||||||||
Vincent
D. Basile (2)
|
$ | 53,650 | $ | 44,950 | $ | 35,400 | $ | 68,800 | $ | 5,648 | $ | 208,448 | ||||||||||||
Marilyn
A. Censullo (2)
|
33,000 | 44,950 | 17,700 | — | — | 95,650 | ||||||||||||||||||
Anna
R. DiMaria (2)
|
19,000 | 44,950 | 17,700 | — | — | 81,650 | ||||||||||||||||||
Richard
F. Fernandez (2)
|
29,000 | 44,950 | 17,700 | — | — | 91,650 | ||||||||||||||||||
Domenic
A. Gambardella (3)
|
51,100 | 44,950 | 35,400 | — | 3,366 | 134,816 | ||||||||||||||||||
Carl
A. LaGreca (4)
|
22,200 | 44,950 | 17,700 | — | — | 84,850 | ||||||||||||||||||
Edward
L. Lynch (2)
|
12,100 | 44,950 | 17,700 | 24,400 | 2,715 | 101,865 | ||||||||||||||||||
Gregory
F. Natalucci (2)
|
28,900 | 44,950 | 17,700 | 8,500 | 3,100 | 103,150 | ||||||||||||||||||
James
G. Sartori (3)
|
48,100 | 44,950 | 35,400 | 9,800 | 3,552 | 141,802 | ||||||||||||||||||
Paul
T. Sullivan (3)
|
46,000 | 44,950 | 35,400 | — | 3,515 | 129,865 |
(1)
|
The
amounts include the full grant date fair value of the awards calculated in
accordance with FASB ASC No. 718. Refer to the Company’s Form
10-K filed with the SEC for the assumptions relating to the
awards. In addition, the number of shares of
restricted stock and stock options granted during the 2009 fiscal year are
as follows: 5,000 shares of restricted stock and 10,000 options
awarded to Mr. Basile on October 27, 2009; 5,000 shares of restricted
stock and 5,000 options awarded to Ms. Censullo on October 27, 2009; 5,000
shares of restricted stock and 5,000 options awarded to Ms. DiMaria on
October 27, 2009; 5,000 shares of restricted stock and 5,000 options
awarded to Mr. Fernandez on October 27, 2009; 5,000 shares of restricted
stock and 10,000 options awarded to Mr. Gambardella on October 27, 2009;
5,000 shares of restricted stock and 5,000 options awarded to Mr. LaGreca
on October 27, 2009; 5,000 shares of restricted stock and 5,000 options
awarded to Mr. Lynch on October 27, 2009; 5,000 shares of restricted stock
and 5,000 options awarded to Mr. Natalucci on October 27, 2009; 5,000
shares of restricted stock and 10,000 options awarded to Mr. Sartori on
October 27, 2009; and 5,000 shares of restricted stock and 10,000 options
awarded to Mr. Sullivan on October 27, 2009. All awards vest at
a rate of 20% per year, commencing on October 27,
2010.
|
(2)
|
At
December 31, 2009, each of Mr. Basile, Ms. Censullo, Ms. DiMaria, Mr.
Fernandez, Mr. Lynch and Mr. Natalucci had 6,200 unvested shares of
restricted stock and held 15,000 stock options with an exercise price of
$9.50 per share and 5,000 stock options with an exercise price of $8.99
per share, except Mr. Basile had 10,000 stock options with an exercise
price of $8.99 per share.
|
(3)
|
At
December 31, 2009, each of Messrs. Gambardella, Sartori and Sullivan had
7,000 unvested shares of restricted stock and held 25,000 stock options
with an exercise price of $9.50 per share and 10,000 stock options with an
exercise price of $8.99 per share.
|
(4)
|
At
December 31, 2009, Mr. LaGreca had 5,000 unvested shares of restricted
stock and held 5,000 stock options with an exercise price of $8.99 per
share.
|
(5)
|
Represents
the actuarial change in pension value in the directors’ accounts from
January 1, 2009 to December 31, 2009 under each director’s Supplemental
Retirement Agreement. The value of Messrs. Gambardella and
Sullivan’s Supplemental Retirement Agreements decreased by $800 and
$2,500, respectively.
|
(6)
|
Represents
premiums paid for long-term care insurance and life insurance,
respectively, as follows: $5,170 and $478 for Mr. Basile;
$3,115 and $251 for Mr. Gambardella; $2,286 and $429 for Mr. Lynch; $2,850
and $250 for Mr. Natalucci; $3,206 and $346 for Mr. Sartori; $3,265 and
$250 for Mr. Sullivan.
|
Meridian
Interstate Bancorp
|
||||
Board
meeting
fee
|
$ | 700 | ||
Meeting
fee for Audit Committee
member
|
$ | 1,500 | ||
Meeting
fee for Audit Committee
Chairman
|
$ | 2,000 | ||
Meeting
fee for Audit Committee
Clerk
|
$ | 1,800 | ||
Meeting
fee for Strategic Planning Committee member
|
$ | 700 | ||
Meeting
fees for all
members
|
$ | 700 |
East
Boston Savings Bank
|
||||
Monthly
fee for Executive Committee
members
|
$ | 3,000 | ||
Meeting
fee for independent non-holding company members
|
$ | 700 | ||
Meeting
fee for one CRA
member
|
$ | 600 | ||
Monthly
fee for one visiting
trustee
|
$ | 600 |
Meridian
Financial Services
|
||||
Trustee
meeting
fee
|
$ | 600 | ||
Annual
Corporator
fee
|
$ | 250 |
|
1.
|
The
name of the person recommended as a director
candidate;
|
|
2.
|
All
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors pursuant to Regulation
14A under the Securities Exchange Act of
1934;
|
|
3.
|
The
written consent of the person being recommended as a director candidate to
being named in the proxy statement as a nominee and to serving as a
director if elected;
|
|
4.
|
As
to the stockholder making the recommendation, the name and address of such
stockholder as they appear on the Company’s books; provided, however, that
if the stockholder is not a registered holder of the Company’s common
stock, the stockholder should submit his or her name and address along
with a current written statement from the record holder of the shares that
reflects ownership of the Company’s common stock;
and
|
|
5.
|
A
statement disclosing whether such stockholder is acting with or on behalf
of any other person and, if applicable, the identity of such
person.
|
|
·
|
financial,
regulatory and business experience;
|
|
·
|
familiarity
with and participation in the local
community;
|
|
·
|
integrity,
honesty and reputation in connection with upholding a position of trust
with respect to customers;
|
|
·
|
dedication
to the Company and its stockholders;
and
|
|
·
|
independence.
|
BY
ORDER OF THE BOARD OF DIRECTORS
|
|
/s/ Vincent D. Basile
|
|
Vincent
D. Basile
|
|
Corporate
Secretary
|
|
1.
|
The
election as directors of all nominees listed (unless the “For All Except”
box is marked and the instructions below are complied
with).
|
FOR
ALL
|
||
FOR
|
WITHHOLD
|
EXCEPT
|
☐
|
☐
|
☐
|
|
2.
|
The
ratification of the appointment of Wolf & Company, P.C. as independent
registered public accounting firm of Meridian Interstate Bancorp, Inc. for
the fiscal year ending December 31,
2010.
|
FOR
|
AGAINST
|
ABSTAIN
|
☐
|
☐
|
☐
|
Dated:
|
|||
SIGNATURE
OF STOCKHOLDER
|
|||
SIGNATURE
OF CO-HOLDER (IF ANY)
|