UNITED
STATES
SECURITIES
AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported)
January 24, 2008
|
IMPERIAL
CAPITAL BANCORP, INC.
|
|
(Exact
name of registrant as specified in its
charter)
|
|
Delaware
|
1-33199
|
95-4596322
|
|
(State
or other jurisdiction
|
(Commission
File No.)
|
(IRS
Employer
|
|
jurisdiction
of incorporation)
|
Identification
Number)
|
| 888 Prospect Street, Suite 110, La Jolla, California | 92037 |
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
Registrant's
telephone number, including area code: (858)
551-0511
|
|
N/A
|
| (Former name or former address, if changed since last report) |
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
 |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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|
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On
January 24, 2008, the Board of Directors of Imperial Capital Bancorp, Inc.
(the
“Company”), based on the recommendations of the Compensation Committee of the
Board, took several actions regarding the compensation payable to the following
executive officers (referred to below as the “named executive officers”) of the
Company and Imperial Capital Bank, a wholly owned subsidiary of the Company:
George W. Haligowski, Chairman of the Board, President and Chief Executive
Officer; Norval L. Bruce, Vice Chairman of the Board; Timothy M. Doyle,
Executive Managing Director and Chief Financial Officer; Lyle C. Lodwick,
Executive Managing Director and Chief Operating Officer; and Phillip E.
Lombardi, Executive Managing Director and Chief Credit
Officer.
Base
Salaries
The
base salaries of the
named executive officers, other than Mr. Bruce, were not changed and will remain
at 2007 levels until the Compensation Committee and Board determine otherwise.
Mr. Bruce’s base salary, which was reduced in 2007 to $124,000 to reflect a
reduction in his work hours, will be further reduced by 50% to $62,050 effective
July 1, 2008. The following table sets forth the current base
salaries for the named executive officers:
|
Name
|
Base
Salary
|
|
|
George
W. Haligowski
|
$590,000
|
|
|
Norval
L. Bruce
|
124,100(1)
|
|
|
Timothy
M. Doyle
|
259,875
|
|
|
Lyle
C. Lodwick
|
247,200
|
|
|
Phillip
E. Lombardi
|
205,000
|
______________
(1) To
be
reduced to $62,050 effective July 1, 2008.
Bonuses for
2007; Maximum Potential Bonuses for 2008
Each
named executive
officer, other than Mr. Haligowski, will receive a cash bonus for 2007 equal
to
25% of their base salary, or 50% of their maximum potential bonus for
2007. Mr. Haligowski will receive a cash bonus for 2007
equal to approximately 82% of his base salary, or approximately 41% of his
maximum potential bonus for 2007. The following table sets forth the
specific bonus amounts for 2007 payable to the named executive
officers:
|
Name
|
Bonus
Amount
|
|
|
George
W. Haligowski
|
$482,451
|
|
|
Norval
L. Bruce
|
31,025
|
|
|
Timothy
M. Doyle
|
64,969
|
|
|
Lyle
C. Lodwick
|
61,800
|
|
|
Phillip
E. Lombardi
|
51,250
|
2
The
named
executive officers’ maximum potential bonuses for 2008 were reduced by 50% from
their maximum potential bonuses for 2007. Accordingly, each named executive
officer, other than Mr. Haligowski, will have the potential to receive a
bonus for 2008 of up to 25% of base salary (compared to the potential for up
to
50% of base salary for 2007). Mr. Haligowski will have the potential
to receive a bonus for 2008 of up to 100% of base salary (compared to the
potential for up to 200% of base salary for 2007).
Supplemental
Life Insurance Benefit
The
Board also approved a
supplemental life insurance benefit for Messrs. Lodwick and Lombardi, which
is
consistent with the existing supplemental life insurance benefit being provided
to Mr. Doyle. The benefit is in the form of a $250,000 term policy on
which the Company will pay the premiums and gross-up the officers’ compensation
for the tax liability they incur as a result of this benefit.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
IMPERIAL
CAPITAL
BANCORP, INC.
|
Date: January
30,
2008
|
By:
/s/
Timothy
M.
Doyle
|
|
|
Timothy
M. Doyle
Executive
Managing Director and
Chief
Financial
Officer
|
4