SUPERIOR BANCORP
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Soliciting Material Pursuant to §240.14a-12 |
SUPERIOR BANCORP
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing 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
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SUPERIOR BANCORP
17 North 20th Street
Birmingham, Alabama 35203
April 16,
2007
Dear
Stockholder:
On behalf of the Board of Directors and management of Superior
Bancorp, we cordially invite you to attend the Annual Meeting of
Stockholders to be held at our principal executive offices at 17
North 20th Street, Birmingham, Alabama 35203, on
May 16, 2007, at 10:00 a.m. Central Time. The
attached Notice of Annual Meeting and Proxy Statement describe
the formal business to be transacted at the Annual Meeting.
It is important that your shares be represented at the Annual
Meeting. Regardless of whether you plan to attend, please mark,
sign, date and return the enclosed proxy as soon as possible in
the envelope provided. If you attend the Annual Meeting, which
we hope you will, you may vote in person even if you have
previously mailed a proxy card.
Sincerely,
C. Stanley Bailey
Chairman and Chief Executive
Officer
TABLE OF CONTENTS
SUPERIOR BANCORP
17 North 20th Street
Birmingham, Alabama 35203
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
TO BE HELD ON MAY 16,
2007
To the
Stockholders of Superior Bancorp:
You are hereby notified that the 2007 Annual Meeting of
Stockholders (the Annual Meeting) of Superior
Bancorp, a Delaware corporation, will be held at our principal
executive offices at 17 North 20th Street, Birmingham,
Alabama 35203, on Wednesday, May 16, 2007, at
10:00 a.m. Central Time, for the following purposes:
1. To elect 12 directors to serve a term of one year
or until their respective successors are elected and qualified,
or until their earlier death, resignation or removal.
2. To consider and vote upon a proposed amendment to the
Corporations Restated Certificate of Incorporation to
increase the number of authorized shares of common stock from
50 million shares to 60 million shares.
3. To transact such other business as may properly come
before the Annual Meeting or any adjournment thereof.
All stockholders are cordially invited to attend the Annual
Meeting; however, only stockholders of record at the close of
business on April 5, 2007, are entitled to notice of and to
vote at the Annual Meeting, or any adjournments thereof.
Regardless of whether you plan to attend the meeting, please
mark, sign, date and return the enclosed proxy in the enclosed
prepaid envelope as soon as possible. If you attend the annual
meeting in person, you may revoke your proxy in person.
Attendance at the meeting does not of itself revoke your proxy.
In accordance with Delaware law, a list of stockholders entitled
to vote at the Annual Meeting shall be open to the examination
of any stockholder, for any purpose relating to the Annual
Meeting, during ordinary business hours at Superior
Bancorps principal executive offices at 17 North
20th Street, Birmingham, Alabama, from May 6, 2007
through May 16, 2007, and the list shall be available for
inspection at the Annual Meeting by any stockholder who is
present.
By Order of the Board of Directors
William H. Caughran
Secretary
DATED: April 16, 2007
SUPERIOR BANCORP
17 North 20th Street
Birmingham, Alabama 35203
PROXY
STATEMENT
For 2007 Annual Meeting of Stockholders
to be Held on May 16, 2007
INTRODUCTION
We are furnishing this Proxy Statement to the holders of
Superior Bancorp common stock, par value $.001 per share,
in connection with our solicitation of proxies to be used at the
2007 Annual Meeting of Stockholders to be held on Wednesday,
May 16, 2007, at 10:00 a.m., Central Time, at our
principal executive offices at 17 North 20th Street,
Birmingham, Alabama 35203 (the Annual Meeting) and
any adjournment thereof. The enclosed proxy is solicited on
behalf of our Board of Directors. This Proxy Statement and the
accompanying proxy card are being mailed to stockholders on or
about April 16, 2007.
On May 18, 2006 Superior Bancorp changed its name from The
Banc Corporation. Superior Bancorps subsidiary, Superior
Bank, had changed its name from The Bank on January 1,
2006. All references in this Proxy Statement to Superior Bancorp
and Superior Bank for periods prior to those dates shall be
deemed to refer to their respective predecessor organizations.
Stockholders
Entitled to Vote
Only stockholders of record at the close of business on
April 5, 2007, are entitled to receive notice of and to
vote at the Annual Meeting. Our only class of voting stock
outstanding is our common stock, par value $.001 per share.
As of the close of business on April 5, 2007, the number of
shares of common stock outstanding and entitled to vote at the
Annual Meeting was 34,763,212. Each share of common stock is
entitled to one vote on all matters. There are no cumulative
voting rights.
Vote
Required
Before any business may be transacted at the Annual Meeting, a
quorum must be present. A majority of our outstanding shares of
common stock which are entitled to vote at the annual meeting,
represented in person or by proxy, shall constitute a quorum for
the transaction of business. Assuming a quorum is present,
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The election of directors (Proposal One) requires a
plurality of the votes cast.
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The proposed amendment to our Restated Certificate of
Incorporation (Proposal Two) requires approval by the
holders of a majority of our issued and outstanding shares of
common stock.
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Abstentions and broker non-votes will be counted for purposes of
determining the presence or absence of a quorum for the
transaction of business, but will not be counted as votes cast
on any matter except with respect to Proposal Two. Since
Proposal Two requires the affirmative vote of a majority of
all outstanding shares of our common stock, abstentions and
broker non-votes will have the same effect as a vote against
Proposal Two.
How to
Vote Your Shares
To vote at the Annual Meeting, you may attend the Annual Meeting
and vote your shares in person or vote by signing and returning
the enclosed proxy card in the envelope provided. Shares of
common stock represented by the accompanying proxy card will be
voted in accordance with your voting instructions if the proxy
card is properly executed and is received by us prior to the
time of voting and is not revoked. Where specific choices are
not indicated on the proxy card, proxies will be voted in
accordance with the recommendations of the Board of Directors.
How to
Revoke Your Proxy
Sending in a signed proxy card will not affect your right to
attend the Annual Meeting and vote in person. You may revoke
your proxy at any time before it is voted at the Annual Meeting
by:
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giving written notice to the Secretary of Superior Bancorp that
you wish to revoke your proxy,
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executing and delivering to the Secretary of Superior Bancorp a
later-dated proxy, or
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attending, giving notice and voting in person at the Annual
Meeting.
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Solicitation
We will bear the costs of soliciting proxies. We have engaged
Georgeson Shareholder Communications, Inc. to aid in the
solicitation of proxies, for which we will pay a fee of
approximately $7,500 plus reimbursement of expenses. Some of our
officers and employees (or those of our subsidiaries) may use
their personal efforts to make additional requests for the
return of proxies by telephone, mail or otherwise and may
receive proxies on our behalf. They will receive no additional
compensation for making any solicitations. We expect to
reimburse brokers, banks, custodians and other nominees for
their reasonable
out-of-pocket
expenses in handling proxy materials for beneficial owners of
our common stock.
Other
Matters
As of the date of this Proxy Statement, the Board of Directors
does not know of any matters, other than those set forth in the
foregoing Notice of Annual Meeting of Stockholders, that may be
brought before the Annual Meeting. If other matters requiring a
vote of the stockholders arise, the persons designated as
proxies will vote the shares of common stock represented by the
proxies in accordance with their judgment on such matters.
2
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, to the best of our knowledge,
certain information regarding our beneficial stock ownership as
of April 5, 2007, by: (a) each of our current
directors, our Chief Executive Officer and our other current
executive officers, (b) all current directors and executive
officers as a group, and (c) each stockholder known by us,
based solely upon a review of filings made with the SEC, to be
the beneficial owner of more than 5% of our outstanding common
stock. Except as otherwise indicated, each person listed below
has sole voting and investment power with respect to all shares
shown to be beneficially owned by him. None of the shares are
pledged as security for indebtedness unless otherwise indicated.
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Percentage(1)(2)
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Number of Shares of
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Of Common
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Name
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Common Stock
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Stock Owned
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C. Stanley Bailey
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976,656
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(3)
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2.75
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%
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Roger D. Barker
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60,421
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(4)
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*
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William H. Caughran
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7,732
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(5)
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*
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Glynn C. Debter
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12,707
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(6)
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*
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K. Earl Durden
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635,269
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(7)
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1.83
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%
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Rick D. Gardner
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417,184
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(8)
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1.19
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%
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James C. Gossett
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38,910
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(9)
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*
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Roy B. Jackson
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4,932
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*
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Thomas E. Jernigan, Jr.
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86,299
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(10)
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*
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James Mailon Kent, Jr.
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423,768
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(11)
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1.22
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%
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James M. Link
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8,951
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(12)
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*
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D. Dewey Mitchell
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271,484
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(13)
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*
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Barry Morton
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311,051
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(14)
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*
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Robert R. Parrish, Jr.
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7,710
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(15)
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*
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C. Marvin Scott
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508,983
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(16)
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1.45
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%
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Michael E. Stephens
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277,450
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(17)
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*
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James C. White, Sr.
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8,676
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(18)
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*
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All executive officers and
directors as a group (17 persons)
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4,058,183
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(19)
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11.15
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%
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Except as otherwise noted herein, percentage is determined on
the basis of 34,763,212 shares of Corporation common stock
outstanding plus securities deemed outstanding pursuant to
Rule 13d-3
promulgated under the Securities Exchange Act of 1934, as
amended (the Exchange Act). Under
Rule 13d-3,
a person is deemed to be a beneficial owner of any security
owned by certain family members and any security of which that
person has the right to acquire beneficial ownership within
60 days, including, without limitation, shares of common
stock subject to currently exercisable options. Unless otherwise
indicated, the address of each person is c/o Superior
Bancorp, 17 North 20th Street, Birmingham, Alabama 35203. |
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Ownership percentage for each named individual is calculated by
treating any shares subject to options that are held by the
named individual and that are exercisable within the next
60 days as if outstanding, but treating such option shares
held by others and treating shares subject to options held by
the named individual but not exercisable within 60 days as
not outstanding. If ownership of restricted stock is shown, the
individual has sole voting power, but no power of disposition. |
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Includes 711,970 shares subject to options that are
exercisable within 60 days and 1,000 shares held by a
trust, of which he disclaims beneficial ownership. |
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Includes 20,000 shares subject to options that are
exercisable within 60 days. |
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Includes 89 shares held as co-trustee of a trust and
4,316 shares allocated to his employee stock ownership plan
account as of December 31, 2005 (the most recent
allocation). |
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Includes 11,990 shares pledged to Superior Bank as
collateral for a loan. |
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Includes 32,500 shares subject to options that are
exercisable within 60 days and 205,534 shares held as
co-trustee. |
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Includes 355,985 shares subject to options that are
exercisable within 60 days. |
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Includes 37,500 shares subject to options that are
exercisable within 60 days and 1,110 shares allocated
to his employee stock ownership plan account as of
December 31, 2005 (the most recent allocation). |
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Includes 30,000 shares subject to options that are
exercisable within 60 days and 36,967 shares held by a
trust of which he is the beneficiary. |
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Includes 30,000 shares subject to options that are
excisable within 60 days. |
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Includes 5,000 shares subject to options that are
exercisable within 60 days. |
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Includes 5,000 shares subject to options that are
exercisable within 60 days, 146,315 shares held by a
corporation of which he is a controlling shareholder and
14,582 shares held for his benefit by an employee benefit
plan. |
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Includes 20,000 shares subject to options that are
exercisable within 60 days. |
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Includes 5,000 shares subject to options that are excisable
within 60 days. |
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Includes 355,985 shares subject to options that are
exercisable within 60 days. |
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Includes 20,000 shares subject to options that are
excisable within 60 days. |
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Includes 5,000 shares subject to options that are
exercisable within 60 days. |
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Includes 1,633,940 shares subject to options that are
exercisable within 60 days. |
4
PROPOSAL NUMBER
ONE
ELECTION OF DIRECTORS
Under our Restated Certificate of Incorporation and Bylaws, each
member of our Board of Directors stands for election annually.
The Board of Directors has recommended the election of the
nominees for director identified below, to serve for a term
expiring at the 2008 Annual Meeting or until their successors
are duly elected and qualified, or until their earlier death,
resignation or removal.
The Board of Directors has no reason to believe that any of the
persons named will be unable to serve if elected. If any nominee
is unable to serve as a director, the enclosed Proxy will be
voted for a substitute nominee selected by the Board of
Directors. The election of directors requires a plurality of the
votes cast by the holders of our common stock. A
plurality means that the individuals who receive the
largest number of votes cast are elected as directors up to the
maximum number of directors to be chosen at the meeting.
Consequently, any shares not voted (whether by abstention,
broker non-vote or otherwise) have no impact on the election of
directors.
Nominees
for Director
For each nominees beneficial ownership of common stock,
see Security Ownership of Certain Beneficial Owners and
Management. Set forth below is certain additional
information regarding each nominee:
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Name(1)
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Age
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Position with Superior Bancorp
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C. Stanley Bailey
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58
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Chairman & Chief
Executive Officer; Director
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Roger D. Barker
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59
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Director
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K. Earl Durden
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70
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Director
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Rick D. Gardner
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47
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Chief Operating Officer; Director
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Thomas E. Jernigan, Jr.
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41
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Director
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James Mailon Kent, Jr.
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66
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Director
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James M. Link
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64
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Director
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D. Dewey Mitchell
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50
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Director
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Barry Morton
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69
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Director
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Robert R. Parrish, Jr.
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52
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Director
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C. Marvin Scott
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57
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President; Director
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James C. White, Sr.
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59
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Director
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Messrs. Barker, Jernigan and White are members of the Audit
Committee; Messrs. Durden and Link are members of the
Compensation Committee; Messrs. Durden and Link are members
of the Nominating and Corporate Governance Committee. Current
directors Debter, Jackson and Stephens are not standing for
re-election. |
C. Stanley Bailey joined Superior Bancorp as Chief
Executive Officer and a Director in January 2005. During 2004,
he was Chairman and Chief Executive Officer of Silver
Acquisition Corp., Overland Park, Kansas. Mr. Bailey was
founder, chairman and chief executive officer of Superior
Financial Corp., Little Rock, Arkansas, a financial services
company, from late 1997 until the sale of the company in late
2003. From 1971 through 1997, he served in various executive
management positions with AmSouth Bancorporation, Birmingham,
Alabama and Hancock Holding Company, Gulfport, Mississippi, a
bank holding company.
Roger D. Barker has been Senior Vice President and
Chief Financial Officer of the Buffalo Rock Company, a
distributor and bottler of soft drink products, for over five
years. He has been a director of Superior Bancorp since December
2003 and began serving as a director of Superior Bank in 1998.
K. Earl Durden is the Chairman and Chief Executive
Officer and a director of Rail Management Corporation, Durden
Enterprises, LLC and Magic Broadcasting, LLC. Mr. Durden
also serves as Chairman and a director of Copper Basin Railway,
Inc. He has been a director of Superior Bancorp since December
1998.
5
Rick D. Gardner joined Superior Bancorp as Chief
Operating Officer in January 2005 and was elected as a director
in June 2005. During 2004, he was Chief Operating Officer of
Silver Acquisition Corp., Overland Park, Kansas.
Mr. Gardner was an officer of Superior Financial Corp.,
Little Rock, Arkansas, from 1998 through late 2003, serving as
Chief Administrative Officer and, previously, as Chief Financial
Officer. From 1981 through 1998, he served first as an
accountant with Grant Thornton and then in various executive
management positions with Metmor Financial, Overland Park,
Kansas, and First Commercial Mortgage Company, Little Rock,
Arkansas.
Thomas E. Jernigan, Jr. has been the President of
Marathon Corporation, a privately held investment management
company based in Birmingham, Alabama, for over five years. He
has been a director of Superior Bancorp since September 1998.
James Mailon Kent, Jr. has been the owner of Mailon
Kent Insurance Agency in Birmingham, Alabama for over
20 years. He has been a director of Superior Bancorp since
September 1998.
James M. Link, Lieutenant General, U.S. Army
(retired), has served as President of Teledyne Brown
Engineering, Inc., Huntsville, Alabama, a subsidiary of Teledyne
Technologies, Inc., since July 2001, and was elected as a
director of Superior Bancorp in June 2005. He previously served
as Senior Vice President, Applied Technology Group, of Science
Applications International Corporation, Huntsville, Alabama. He
completed his military career as Deputy Commanding General,
U.S. Army Materiel Command, from 1998 2000.
Additionally, he is a director of Dewey Electronics Corporation.
D. Dewey Mitchell is a co-owner of Capstone Tropical
Holdings, Inc., New Port Richey, Florida, a holding company for
a number of real-estate related businesses in the Tampa Bay
area. Mr. Mitchell served as a director of Kensington
Bankshares, Inc., Tampa, Florida, from its founding until its
merger with Superior Bancorp in 2006, at which time he became a
director of Superior Bancorp.
Barry Morton is Chairman of The Robins & Morton
Group, Birmingham, Alabama, one of the largest contractors in
the United States. Before becoming Chairman, he served for
15 years as President of Robins & Morton. He
served for more than five years as a director of Superior Bank,
and was elected as a director of Superior Bancorp in June 2005.
Robert R. Parrish, Jr. is president and owner of
Parrish Group, Inc. of Tallahassee, Florida, a holding company
for companies involved in real estate development, construction
and sales in the Capitol Region of Florida. Mr. Parrish has
served in such capacities for Parrish Group and its predecessors
for more than 20 years. Mr. Parrish was appointed as a
director of Superior Bancorp in November 2005.
C. Marvin Scott joined Superior Bancorp as President
in January 2005 and was elected as a director in June 2005.
During 2004, he was President of Silver Acquisition Corp.,
Overland Park, Kansas. Mr. Scott served as President and
Chief Operating Officer of Superior Financial Corp., Little
Rock, Arkansas, from April 1998 through late 2003. From 1971
through 1997, he served in various executive management
positions with Crestar, a Richmond, Virginia-based bank holding
corporation, AmSouth Bank and Hancock Holding Company. From
February 1996 until January 1998, he was Chief Retail Officer
and Senior Vice President of Hancock Holding Company, and he was
previously Executive Vice President Consumer Banking
at AmSouth Bank.
James C. White, Sr. has served as Managing Partner
of Banks, Finley, White & Co., Certified Public
Accountants, Birmingham, Alabama, one of the nations
largest and oldest minority-owned certified public accounting
firms, since the firms inception in 1973. He was elected
as a director of Superior Bancorp in June 2005, and previously
served as a director of Superior Bank.
The Board of Directors unanimously recommends a vote FOR
the election of all nominees identified above. The enclosed
Proxy will be voted in favor of those nominees unless other
instructions are given.
6
Executive
Officers
The following table sets forth certain information about our
current executive officers:
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Name
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Age
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Position
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C. Stanley Bailey
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58
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Chief Executive Officer; Director
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William H. Caughran
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50
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General Counsel and Secretary
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Rick D. Gardner
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47
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Chief Operating Officer; Director
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James C. Gossett
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44
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Chief Accounting Officer
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C. Marvin Scott
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57
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President; Director
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Information concerning Mr. Bailey, Mr. Gardner and
Mr. Scott is set forth above under Nominees for
Director.
William H. Caughran was named General Counsel of Superior
Bancorp in November 2006 upon completion of Superior
Bancorps acquisition of Community Bancshares, Inc.,
Blountsville, Alabama. Mr. Caughran became General Counsel
of Community Bank in 1998 and Community Bancshares, Inc. in
2002. From 1986 to 1998 Mr. Caughran served as in-house
counsel to AmSouth Bank, Birmingham, Alabama.
James C. Gossett was named Chief Accounting Officer of
Superior Bancorp in 2005. Previously, he became Controller of
Superior Bank in 1998 and was named Chief Financial Officer of
Superior Bank in 2003. Mr. Gossett is a Certified Public
Accountant.
Certain
Information Concerning the Board of Directors and its
Committees
The Board of Directors held a total of five meetings and acted
by unanimous written consent five times during 2006. During
2006, each of the directors attended at least 75% of the
aggregate of (i) the total number of Board of Directors
meetings and (ii) the total number of meetings held by all
Board committees on which he served during the period for which
he or she was serving as a director or committee member. The
Board of Directors has determined that the following
10 directors were independent directors under
Rule 4200 of the NASDAQ Stock Market Marketplace Rules
during 2006: Messrs. Barker, Durden, Jernigan, Kent, Link,
Mitchell, Morton, Parrish, Stephens and White. Our non-employee
directors periodically meet in executive session without the
management directors. While there is no policy requiring their
attendance, directors are encouraged to attend the Annual
Meeting of Stockholders. Eight of the thirteen members of the
Board of Directors at that time attended the 2006 Annual Meeting.
The Board of Directors currently has three standing committees:
the Audit Committee, the Compensation Committee and the
Nominating and Corporate Governance Committee.
Audit Committee. The Audit Committee is
responsible for overseeing our accounting and financial
reporting processes and the audits of our financial statements.
Among other things, the Audit Committee is responsible for the
appointment, retention, compensation and oversight of our
independent auditors, reviews significant audit and accounting
policies and practices, meets with our independent auditors
concerning, among other things, the scope of audits and reports,
approves the provision of services by our independent auditors
and reviews the performance of overall accounting and financial
controls. The Audit Committee currently comprises
Messrs. Barker (Chair), Jernigan and White. During 2006,
there were nine meetings of the Audit Committee. See
Report of the Audit Committee.
Each of the members of the Audit Committee is an independent
director, as defined under NASDAQ Rule 4200, and meets the
standards required by
Rule 10A-3(b)(1)
under the Securities Exchange Act of 1934. The Board of
Directors has determined that each of Mr. Barker and
Mr. White qualifies as an audit committee financial
expert, under the Rules of the Securities and Exchange
Commission. In January 2004, the Board of Directors adopted a
revised Audit Committee Charter, a copy of which is available on
our website at www.superiorbank.com.
Compensation Committee. The Compensation
Committee is responsible for reviewing the performance of all of
our officers and recommending to the Board of Directors annual
salary and bonus amounts for them. The Compensation Committee
also administers the Third Amended and Restated 1998 Incentive
Stock Plan of The
7
Banc Corporation and the Commerce Bank of Alabama Stock Option
Plan. The Compensation Committee currently comprises
Messrs. Stephens (Chair), Durden and Link, all of whom are
independent directors as defined under NASDAQ Rule 4200.
During 2006, the Compensation Committee held four meetings. The
Compensation Committee operates under a written charter dated
November 17, 2003 which is available on our website at
www.superiorbank.com. See Executive Compensation and Other
Information Compensation Discussion and
Analysis Compensation Committee Report on Executive
Compensation.
Nominating and Corporate Governance
Committee. The Nominating and Corporate
Governance Committee recommends to the Board of Directors and
evaluates potential candidates to serve as directors of Superior
Bancorp. The Nominating and Corporate Governance Committee was
established in March 2004 as the Nominating Committee and
consists of Messrs. Durden (Chair) and Link. Each of the
voting members of the Nominating and Corporate Governance
Committee is an independent director, as defined under NASDAQ
Rule 4200. The Nominating and Corporate Governance
Committee met three times during 2006.
The Nominating and Corporate Governance Committee has a written
charter, adopted by the Board in March 2004, which is available
on our website at www.superiorbank.com. The Committee is charged
with developing and recommending criteria to be considered in
identifying and evaluating potential candidates to serve as
directors of Superior Bancorp as well as establishing policies
and procedures for identifying, recruiting, interviewing and
recommending to the Board qualified candidates to serve as
directors. The Committee is also responsible for developing and
recommending to the Board criteria to be used in reviewing and
evaluating candidates recommended by shareholders of Superior
Bancorp and is responsible for reviewing and evaluating such
candidates and making recommendations to the Board.
In evaluating and recommending director nominees, the Committee
does not rely on a fixed set of qualifications, but instead
attempts to identify nominees with (i) a broad range of
business experience consistent with Superior Bancorps
strategic focus and its stockholder interest, (ii) the
ability to dedicate the time and resources necessary for service
on the Board of Directors, and (iii) familiarity with the
primary geographic markets served by Superior Bancorp. In
addition, the Committee is charged with ensuring that at least a
majority of our directors satisfy the director independence
requirements imposed by the NASDAQ Marketplace Rules. In
evaluating director nominees, including incumbent directors and
any nominees recommended by stockholders, the Committee
considers a nominees business experience and skills,
character, judgment, leadership experience, familiarity with
community banking issues, knowledge of our geographic markets
and relevant issues therein, and such other criteria as the
Committee may deem relevant and appropriate based on the
composition of the Board of Directors and the strategic goals of
Superior Bancorp at the time in question.
The Committee will consider recommendations for director
nominees submitted by stockholders. In order for the Committee
to evaluate the nominees properly, such nominations should be
received by the Committee no later than 60 days prior to
the meeting at which the election is to be held and should shall
set forth (a) as to each person the stockholder proposes to
nominate for election or re-election as a director (i) the
persons name, age, business address, and residence
address, (ii) the persons principal occupation or
employment, (iii) the class and number of shares of
Superior Bancorp capital stock that the person beneficially owns
and (iv) any other information relating to the person that
is required to be disclosed in solicitations for proxies for
election of directors pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended (the Exchange
Act), and the rules and regulations promulgated
thereunder; and (b) as to the stockholder giving the
notice, (i) the name and record address of the stockholder,
(ii) the class or series and number of shares of capital
stock of Superior Bancorp that are owned beneficially or of
record by the stockholder, (iii) a description of all
arrangements or understandings between the stockholder and each
proposed nominee and any other person or persons (including
their names) pursuant to which the nomination(s) are to be made
by the stockholder, (iv) a representation that such
stockholder intends to appear in person or by proxy at the
meeting to nominate the persons named in such notice, and
(v) any other information relating to the stockholder that
would be required to be disclosed in a proxy statement or other
filings required to be made in connection with solicitations of
proxies for the election of directors pursuant to
Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder. The stockholder should also
send to the Committee a written consent of each person proposed
to be named as a nominee and to serve as a director, if elected.
We may require any proposed nominee to furnish such other
information as may reasonably be required to determine the
eligibility of such proposed nominee to serve as a director.
Stockholders wishing to recommend potential director
8
nominees should write to the Committee in care of William H.
Caughran, Secretary, Superior Bancorp, 17 North
20th Street, Birmingham, Alabama 35203.
Stockholder
Communications with the Board
The Board of Directors provides a process for stockholders to
send communications to the Board of Directors. Stockholders may
send written communications to the Board of Directors addressed
to the Board of Directors (or to an individual director),
Attention: Secretary, Superior Bancorp, 17 North
20th Street, Birmingham, Alabama 35203. All communications
will be compiled by the Secretary and submitted to the Board of
Directors or the individual directors.
Director
Compensation
The following table presents information concerning the
compensation paid to non-employee directors of Superior Bancorp
during 2006:
Director
Compensation
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Change in
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Pension Value
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and
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Fees
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Nonqualified
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Earned
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Non-Equity
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Deferred
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or Paid
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Stock
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Option
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Incentive Plan
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Compensation
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All Other
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in Cash
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Awards
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Awards
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Compensation
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Earnings
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Compensation
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Total
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Name
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($)
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($)
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($)
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($)
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($)
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($)
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($)
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Roger D. Barker
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$
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29,500
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$
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29,500
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K. Earl Durden
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$
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26,000
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$
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26,000
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Thomas E. Jernigan, Jr.
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$
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23,500
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$
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23,500
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James Mailon Kent, Jr.
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$
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25,500
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$
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12,769
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(2)
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$
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38,269
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James M. Link
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$
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25,000
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$
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25,000
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D. Dewey Mitchell
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$
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4,000
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$
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1,460
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(1)
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$
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5,460
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Barry Morton
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$
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31,000
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$
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31,000
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Robert R. Parrish, Jr.
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$
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24,000
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$
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19,891
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(1)
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$
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43,891
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Michael E. Stephens
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$
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20,500
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$
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20,500
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James A. Taylor
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$
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16,000
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$
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16,000
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James C. White, Sr.
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$
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25,500
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$
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25,500
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(1) |
|
Mr. Mitchell and Mr. Parrish were each granted options
to purchase 5,000 shares of Superior Bancorp common stock
during 2006. The amounts shown are the amounts recognized by
Superior Bancorp as expenses in 2006 in its financial
statements. The grant date fair value of the option awards to
Mr. Mitchell and Mr. Parrish were $19,575 and $19,891,
respectively. |
|
(2) |
|
Represents the portion of the earnings on Mr. Kents
deferred compensation which were paid at a rate in excess of
120% of the federal long-term rate with annual compounding. |
Non-employee directors receive an annual retainer of $10,000
payable in quarterly installments, meeting fees of
$1,500 per Board meeting, and committee meeting fees of
$1,500 per meeting for committee chairs and $1,000 per
meeting for committee members, and have the option of receiving
such retainer and fees in cash or common stock. All directors
have elected to receive their compensation in common stock for
2007.
Prior Deferred Compensation Agreements. The
following current directors entered into Deferred Compensation
Agreements with us originally effective as of September 1,
1999: Messrs. Durden, Jernigan, Kent and Stephens.
Messrs. Kent and Jernigan also entered into Deferred
Compensation Agreements with Superior Bank, and Mr. Morton
had a Deferred Compensation Agreement with Superior Bank only.
These agreements provided that we would establish and fund
investments in a Deferral Account for the director as provided
in the agreements. Upon termination of a directors service
other than by reason of death or following a change in control,
the agreements obligated us to pay the director within
60 days of termination the amount equal to the Deferral
9
Account Balance. The agreements further provided that, if
the director were terminated following a change in control, we
must pay the director the primary and secondary benefits. The
primary benefit is the Deferral Account balance at the end of
the plan year immediately preceding the directors
termination of service, which is payable to the director in ten
equal annual installments. The secondary benefit is the amount
equal to the growth in the Deferral Account and must be paid
within 60 days of the end of each plan year. All of the
affected directors other than Mr. Kent agreed, effective
July 31, 2005, to terminate their Deferred Compensation
Agreements and accept shares of our common stock having a value
equal to their Deferral Account balances in full satisfaction of
our obligations under their Deferred Compensation Agreements.
Mr. Kent, who is fully vested in his benefits under his
Deferred Compensation Agreements, has agreed to the termination
of such agreements in exchange for our agreement to fund a new
deferred compensation arrangement for him in the amount of
$154,547, representing the present value of amounts that would
have been paid to him under his Deferred Compensation
Agreements. Under this new arrangement, such amount is deemed to
be invested in specified benchmark funds or indices, and
Mr. Kent will be entitled to receive benefits based upon
the value of his deemed investment account after giving effect
to deemed investment gains and losses on the account.
Mr. Kent may elect to receive such benefits in five or ten
annual installments or in a lump sum beginning in 2011 or 2016,
at his election, subject to earlier termination of the
arrangement.
Code of
Ethics
We have adopted a code of ethics that applies to all of our
employees, including our principal executive, financial and
accounting officers. A copy of our code of ethics is available
on our website, www.superiorbank.com. We intend to disclose
information about any amendments to, or waivers from, our code
of ethics that are required to be disclosed under applicable
Securities and Exchange Commission regulations by providing
appropriate information on our website. If at any time our code
of ethics is not available on our website, we will provide a
copy of it free of charge upon written request.
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934
requires our officers and directors and persons who beneficially
own more than 10% of a registered class of our equity
securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers,
directors and beneficial owners of more than 10% of our common
stock are required by SEC regulations to furnish Superior
Bancorp with copies of all Section 16(a) forms that they
file. Based on a review of the copies of the forms furnished to
us, or written representations that no reports on Form 5
were required, we believe that during 2006, all of our officers,
directors and greater-than-10% beneficial owners complied with
all applicable filing requirements except as set forth in the
following paragraphs.
The following directors filed late Forms 4 reporting grants
of stock from Superior Bancorp in May 2006 in connection with
their service as directors: Mr. Barker (1,162 shares);
Mr. Durden (1,068 shares); Mr. Jernigan
(1,157 shares); Mr. Kent (930 shares);
Mr. Link (1,022 shares); and Mr. Morton
(1,022 shares). Mr. Parrish, a director, filed a late
Form 4 reporting a grant in January 2006 from Superior
Bancorp of options to purchase 5,000 shares of stock. James
C. Gossett, a named executive officer, filed a report on
Form 5 in February 2007 showing the July 2006 grant from
Superior Bancorp of options to purchase 5,000 shares of
stock. Such transaction should have been reported on Form 4.
In addition, James A. Taylor, a former director, filed a late
report on Form 4 showing the disposition of
10,000 shares in an open market transaction in December
2006.
10
EXECUTIVE
COMPENSATION AND OTHER INFORMATION
Compensation
Discussion and Analysis
This Compensation Discussion and Analysis describes our
compensation program for (a) our principal executive
officer, (b) our principal financial officer, and
(c) the three other most highly compensated executive
officers of Superior Bancorp during the year ended
December 31, 2006. These executive officers are referred to
collectively as the named executive officers. For a
summary of the amount of compensation paid to the named
executive officers in 2006, please see Summary of Cash and
Certain Other Compensation below.
Compensation
Philosophy and Policies for Executive Officers
Superior Bancorps Board of Directors has established a
Compensation Committee which is responsible for determining the
compensation of all officers, including the named executive
officers. See Certain Information Concerning the Board of
Directors and its Committees. The Compensation
Committees objective is to compete effectively for the
services of qualified officers and key employees, to give those
employees appropriate incentive to pursue the maximization of
long-term stockholder value, and to recognize those
employees success in achieving both qualitative and
quantitative goals for the benefit of Superior Bancorp.
The Compensation Committee believes that executives of Superior
Bancorp should be rewarded based upon their success in meeting
certain operational goals, improving earnings and generating
returns for stockholders. The Compensation Committee strives to
establish levels of compensation that take these factors into
account and provide appropriate recognition for past achievement
and incentive for future success. The Compensation Committee
recognizes that the market for executives with expertise and
experience in the banking industry is highly competitive. In
order to attract and retain qualified executives, the
Compensation Committee believes that Superior Bancorp must offer
compensation at competitive levels. In addition, the
Compensation Committee believes that Superior Bancorps
stock incentive plans offer its executives meaningful equity
participation in Superior Bancorps common stock. The
Compensation Committee feels that the combination of cash
compensation and equity participation will be effective in
stimulating Superior Bancorps executives to meet both
long-term and short-term goals.
The role of management in determining executive compensation is
limited to gathering information for the Compensation Committee.
For example, compensation data regarding selected peer companies
is compiled by management. See Benchmarking. The
Compensation Committee receives the information from management
and then determines how it will utilize such information in the
committees decision-making process. The Compensation
Committee does not delegate to any other committee or individual
its authority to determine the compensation of the executive
officers of Superior Bancorp.
Benchmarking
To assist the Compensation Committee in determining competitive
levels of compensation, the Committee reviews external
compensation studies as well as compensation data for selected
positions compiled internally from proxy statements for selected
peer companies. The most recent peer group was composed of the
following financial institutions: Alabama National
Bancorporation (Birmingham, AL), Bank of the Ozarks, Inc.
(Little Rock, AR), BancTrust Financial Group, Inc. (Mobile, AL),
Fidelity Southern Corporation (Atlanta, GA), Hancock Holding
Company (Gulfport, MS), IberiaBank Corporation (Lafayette, LA),
Seacoast Banking Corporation of Florida (Stuart, FL), Simmons
First National Corporation (Pine Bluff, AR), and United
Community Banks, Inc. (Blairsville, GA). Although the
Compensation Committee does not maintain a formal record of, and
has not established fixed targets for, where its compensation
stands with respect to the peer companies, the Compensation
Committees goal is for the compensation package provided
to a Superior Bancorp officer to be comparable to, and
consequently competitive with, the compensation provided by the
peer companies for a similarly situated position.
Elements
of Compensation
There are three primary components of Superior Bancorps
executive compensation program: base salary, short-term
incentive compensation and long-term incentive compensation. The
Compensation Committee has not
11
established a specific targeted mix of compensation between base
salary and short-term and long-term incentives. Short-term
incentives are based upon percentages of base salary and
long-term incentives are determined based upon a targeted pool
of equity. In addition to these primary forms of compensation,
Superior Bancorp provides certain perquisites to its executive
officers and maintains qualified retirement plans in which its
executive officers participate.
Base Salary: The Compensation Committee
endeavors to establish base salary levels for executives that
are consistent and competitive with those provided for similarly
situated executives of other publicly held financial
institutions of similar size and in similar geographic markets,
taking into account each executives areas and level of
responsibility. As noted above, the Committee utilizes data for
peer companies in making its determination. For 2006 the
Committee determined that the salaries of Messrs. Bailey,
Scott and Gardner would remain unchanged from 2005, primarily in
recognition of the fact that these executives all joined the
company in 2005. The Committee also determined that the base
salary of Mr. Gossett would increase from $129,039 to
$140,770. Mr. Caughran joined Superior Bancorp in November
2006 as a result of the merger with Community Bancshares, Inc.
at the same base salary he was receiving from Community
Bancshares.
Short-Term Incentive Compensation: The
Compensation Committee has approved a Management Incentive Plan,
which is intended to recognize and reward senior officers of
Superior Bancorp and its subsidiaries and affiliates who have
contributed to the enhancement of stockholder value through the
achievement of corporate and personal performance goals during
each plan year. Under the terms of the Management Incentive
Plan, the Compensation Committee approves those officers
selected to participate in the plan based upon the
recommendation of the Chief Executive Officer. Participants are
notified by February 15 of each plan year of their eligibility
to participate in the plan for such year. For each year, the
Compensation Committee will establish corporate financial and
operational performance goals, and participants will jointly
establish with their respective supervisors individual
performance goals. Participants will be assigned to specific
potential award levels ranging from 15% to 50% of their
respective base salaries, and will be eligible to earn up to
125% of their potential award levels depending upon corporate
performance. Awards will be made in a lump sum distribution by
March 15 of the year following the plan year. The Compensation
Committee has discretion to increase the earned award payment or
award a discretionary payment in lieu of the award payment. The
Compensation Committee did not exercise this discretion with
respect to any of the named executive officers for 2006. The
Compensation Committee makes a determination of awards based on
the information available to it at the time. The Compensation
Committee has no policy to adjust or recover awards or payments
if the relevant company performance measures upon which they are
based are restated or otherwise adjusted in a manner that would
reduce the size of an award or payment. The Compensation
Committee believes that the decision of whether a recovery is
appropriate depends upon the facts and circumstances surrounding
the restatement or adjustment.
For 2006 the corporate performance goals consisted of five
components: (1) net operating earnings for the year,
weighted at 30%;
(2) year-over-year
growth in core deposits, weighted at 20%;
(3) year-over-year
loan growth, weighted at 20%; (4) the level of
non-performing assets and net charge-offs at year end, weighted
at 20%; and (5) the regulatory ratings assigned to Superior
Bank, weighted at 10%. The individual goals for each of
Mr. Bailey, Mr. Scott and Mr. Gardner for 2006
were identical to the corporate goals because each of these
officers has responsibility for the performance of the entire
company. The potential award level for each of Mr. Bailey,
Mr. Scott, and Mr. Gardner was 50% of their respective
base salaries as provided in their respective employment
agreements with Superior Bancorp. See Employment
Agreements. The Compensation Committee determined that
Mr. Bailey, Mr. Scott and Mr. Gardner were
entitled to payouts for 2006 of $190,000, $144,000, and
$120,000, respectively, representing 95% of the potential award
level for each officer. Mr. Gossetts potential award level
was 20% of his base salary. Mr. Gossetts payout for
2006 was $21,000, representing 75% of his potential award level.
Mr. Caughran did not participate in the Management
Incentive Plan in 2006.
Long-Term Incentive Compensation: In addition
to cash incentive compensation, Superior Bancorp utilizes
equity-based compensation in the form of stock options to
encourage its executives to meet operational goals and maximize
long-term stockholder value. Because the value of stock options
granted to an executive is directly related to Superior
Bancorps success in enhancing its market value over time,
the Compensation Committee believes that its stock option
programs are effective in aligning the interests of management
and stockholders.
12
Except for stock options granted to new employees as a condition
of their employment, the Compensation Committee generally
considers grants annually at it July meeting. The Compensation
Committee has established a target for its annual stock option
grants of approximately 120,000 shares of Superior Bancorp
stock. The amount of options for each individual is determined
taking into account an executives current responsibilities
and historical performance, as well as the executives
contribution to Superior Bancorps results of operations.
In evaluating award grants, the Compensation Committee considers
prior grants and shares currently held, as well as the
recipients success in meeting operational goals and the
recipients level of responsibility. However, no fixed
formula is utilized to determine particular grants. The
Compensation Committee believes that the opportunity to acquire
a significant equity interest in Superior Bancorp will be a
strong motivation for the executives to pursue the long-term
interests of Superior Bancorp and will promote longevity and
retention of key executives. In 2006 the Compensation Committee
granted options to purchase 5,000 shares of Superior
Bancorp stock to Mr. Gossett in recognition of his level of
responsibilities within the company. No grants were made to
Mr. Bailey, Mr. Scott or Mr. Gardner in 2006 in
light of the grants which were made to each individual during
2005 as part of the inducement of each of these individuals to
join the management team of Superior Bancorp. See
Employment Agreements.
Superior Bancorp encourages its executives to participate in the
equity ownership of the company and seeks to facilitate this
ownership through its long-term incentive program. However,
Superior Bancorp has not established any security ownership
requirements or guidelines for its executives.
Retirement
Plans
The retirement plans maintained by Superior Bancorp are
tax-qualified plans in which named executive officers
participate on the same terms as other full-time employees of
Superior Bancorp. The company maintains a 401(k) plan pursuant
to which it matches 100% of the first 3% and 50% of the next 2%
of compensation contributed to the plan by the employee.
Superior Bancorp also maintains two employee stock ownership
plans (ESOPs), one of which it acquired as a result
of its merger with Community Bancshares, Inc. in 2006.
Contributions to the ESOPs are determined by the board of
directors, but must be in an amount sufficient to enable the
ESOPs to service their debt. Superior Bancorps
contributions to the 401(k) plan and ESOPs for the benefit of
the named executive officers are included in the All Other
Compensation column of the Summary Compensation Table
below.
Superior Bancorp also maintains a defined benefit pension plan
which it acquired as a result of the merger with Community
Bancshares, Inc. The pension plan has been frozen since
December 31, 2003 so that no additional benefits are
accruing under the plan. Superior Bancorp is required to make
contributions in the plan in an amount sufficient to satisfy the
minimum funding requirements of the Employee Retirement Income
Security Act of 1974, as amended. Mr. Caughran is the only
named executive officer with an accrued benefit under the
pension plan. See Pension Benefits.
Perquisites
and Other Benefits
Pursuant to the terms of their employment agreements,
Mr. Bailey, Mr. Scott and Mr. Gardner each
receive certain perquisites or other benefits, including use of
an automobile, club memberships and life insurance in excess of
that provided under the companys group term life insurance
plan. These employment agreements also provide that Superior
Bancorp will reimburse the executives for the expenses of
relocating their permanent residences to the Birmingham, Alabama
metropolitan area. Most relocation expenses were paid in 2005,
but Mr. Scott was reimbursed for some relocation expenses
in 2006. The Compensation Committee believes that all of these
benefits are appropriate considering the level of responsibility
of these officers. See Summary Compensation
Table All Other Compensation.
Tax and
Accounting Considerations
The Omnibus Budget Reconciliation Act of 1993 contains a
provision under which a publicly traded corporation is sometimes
precluded from taking a federal income tax deduction for
compensation in excess of $1,000,000 that is paid to the chief
executive officer and the four other most highly-compensated
executives of a corporation during its tax year. Compensation in
excess of $1,000,000 continues to be deductible if that
compensation is performance based within the meaning
of that term under Section 162(m) of the Internal Revenue
13
Code. The Compensation Committee is aware of the potential
effects of the Code. The Committee has chosen not to distort its
methodology and application of the factors it believes pertinent
so as to ensure that all executive compensation is deductible
under Section 162(m). While the Compensation Committee
intends that Superior Bancorps compensation plans will
meet, to the extent practical, the prerequisites for
deductibility under Section 162(m), if it develops that a
portion of the compensation of one or more executive officers is
not deductible under Section 162(m), then the Compensation
Committee expects that Superior Bancorp would honor its
obligations to the executive officers under the compensation
arrangements approved by the Compensation Committee.
We account for all compensation paid in accordance with
generally accepted accounting principles. The accounting
treatment has generally not affected the form of compensation
paid to the named executive officers.
Use of
Contractual Arrangements
The Compensation Committee considers contractual arrangements to
be an effective method of attracting and retaining the services
of executives in critical positions. The terms of the
companys agreements are summarized under Employment
Agreements and Potential Payouts Upon Termination of
Employment or Change in Control of Superior Bancorp.
Compensation
Committee Report (1)
The Compensation Committee has reviewed and discussed with
management the Compensation Discussion and Analysis contained in
this Proxy Statement. Based upon this review and discussion, the
Compensation Committee has recommended to the Board of Directors
that the Compensation Discussion and Analysis be included in
this Proxy Statement.
The foregoing report is submitted by the following directors of
Superior Bancorp, comprising all of the members of the
Compensation Committee of the Board of Directors as of
December 31, 2006.
K. Earl Durden
James M. Link
Michael E. Stephens, Chairman
(1) The information under this caption is not soliciting
material or material filed with the SEC,
except (a) as otherwise required by the rules of the SEC or
(b) as we may specifically so request or specifically
incorporate it by reference in a filing with the SEC.
14
Summary
of Cash and Certain Other Compensation
The following table presents certain information concerning
compensation paid or accrued for services rendered to Superior
Bancorp in all capacities during the year ended
December 31, 2006, for the named executive officers.
Summary
Compensation Table
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Change in
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Pension
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Non-Equity
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Value and
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Incentive
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Nonqualified
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Stock
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Option
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Plan
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Deferred
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All Other
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Name and Principal
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Salary
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Bonus
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Awards
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Awards
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Compensation
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Compensation
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Compensation
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Total
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Position Held
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Year
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($)
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|
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($)
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|
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($)
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|
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($)
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($)
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($)
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($)(1)
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|
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($)
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C. Stanley Bailey
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2006
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$
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400,000
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$
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190,000
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$
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38,185
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$
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628,185
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Chairman and CEO
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|
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|
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|
|
|
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C. Marvin Scott
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2006
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$
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300,000
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|
|
|
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|
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|
|
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$
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144,000
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|
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$
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57,977
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$
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501,977
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President
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Rick D. Gardner
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2006
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$
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250,000
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$
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120,000
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$
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25,762
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$
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395,762
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|
Chief Operating Officer
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William Caughran
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2006
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$
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165,000
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|
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|
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$681
|
(3)
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|
$
|
13,678
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|
|
$
|
179,359
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|
General Counsel
|
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James C. Gossett
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2006
|
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$
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140,770
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$
|
3,450
|
(2)
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$
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21,000
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$
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10,613
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$
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175,833
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Chief Accounting Officer
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(1) |
|
Represents the following expenses paid or reimbursed by Superior
Bancorp for executive officers in 2006:
Mr. Bailey country club expenses of $1,500;
automobile expenses of $9,250; life insurance premiums of
$2,262; reimbursement of $311 related to the payment of taxes,
company contributions of $18,182 to the companys defined
contribution retirement plans; and $6,680 in reimbursement of
expenses in connection with the companys use of an
airplane owned by an entity controlled by Mr. Bailey;
Mr. Scott country club expenses of $5,088;
automobile expenses of $14,750; life insurance premiums of
$2,773; relocation expenses of $10,145; reimbursement of $8,157
related to the payment of taxes, and company contributions of
$17,064 to the companys defined contribution retirement
plans ; Mr. Gardner automobile expenses of
$9,250; life insurance premiums of $1,025; reimbursement of $205
related to the payment of taxes; and company contributions of
$15,282 to the companys defined contribution retirement
plans; Mr. Caughran automobile expenses of
$5,539 and company contributions of $8,139 to the companys
defined contribution retirement plans; and
Mr. Gossett company contributions of $10,613 to
the companys defined contribution retirement plans. |
|
(2) |
|
Mr. Gossett was granted options to purchase
5,000 shares of Superior Bancorp common stock. The amount
shown represents the expense recognized by Superior Bancorp in
its 2006 financial statements in connection with this grant. See
Grant of Plan-Based Awards. |
|
(3) |
|
Represents the net change in the actuarial value of
Mr. Caughrans accumulated benefit under the Community
Bancshares, Inc. Revised Pension Plan during 2006. |
15
Grants of
Plan-Based Awards
The following table contains information concerning compensation
granted to the named executive officers during 2006 pursuant to
incentive compensation plans of Superior Bancorp.
Grants of
Plan-Based Awards
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All Other
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All Other
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Stock Awards:
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Option Awards:
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Estimated Future Payouts
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Estimated Future Payouts
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Number of
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Number of
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Exercise or
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Grant Date
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Under Non-Equity Incentive
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Under Equity Incentive
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Shares of
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Securities
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Base Price
|
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Fair Value
|
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Plan Awards
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Plan Awards
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Stock or
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Underlying
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of Option
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of Stock
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Grant
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Threshold
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Target
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Maximum
|
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Threshold
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Target
|
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Maximum
|
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Units
|
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|
Options
|
|
|
Awards
|
|
|
and Option
|
|
Name
|
|
Date
|
|
|
($)
|
|
|
($)(1)
|
|
|
($)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
($/Sh)
|
|
|
Awards
|
|
|
C. Stanley Bailey
|
|
|
01/23/07
|
|
|
|
N/A
|
|
|
$
|
200,000
|
|
|
|
N/A
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
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|
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|
|
|
|
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|
|
C. Marvin Scott
|
|
|
01/23/07
|
|
|
|
N/A
|
|
|
$
|
150,000
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
Rick D. Gardner
|
|
|
01/23/07
|
|
|
|
N/A
|
|
|
$
|
125,000
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
William Caughran
|
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|
|
|
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|
James C. Gossett
|
|
|
07/26/06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
5,000
|
|
|
$
|
10.56
|
|
|
$
|
18,506
|
|
|
|
|
01/23/07
|
|
|
|
N/A
|
|
|
$
|
28,154
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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(1) |
|
Amounts represent target awards under the Management Incentive
Compensation Plan, which equal a specified percentage of base
salary. The plan does not have threshold or maximum amounts.
Plan awards of up to 125% of target could be paid for
extraordinary performance and amounts significantly below target
could be awarded for less than adequate performance. Actual
payments are shown in the summary compensation table and are
slightly below the targets. See discussion of performance
targets in the Compensation Discussion and Analysis above. |
Employment
Agreements
C. Stanley Bailey. Mr. Bailey and
Superior Bancorp have entered into an Employment Agreement,
dated January 24, 2005, under which Superior Bancorp has
agreed to employ Mr. Bailey as Chief Executive Officer of
Superior Bancorp and Superior Bank for a term originally
scheduled to expire January 31, 2008. The Employment
Agreement automatically renews for successive one-year
extensions on each anniversary of the commencement of the term
unless either party gives the other 30 days prior
written notice of nonrenewal. Under the Employment Agreement,
Mr. Bailey is entitled to an initial base salary at the
annual rate of $400,000 per year and to an annual target
bonus of 50% of his base salary, subject to the achievement of
agreed-upon
performance goals. Mr. Bailey is also entitled to
participate in other bonus or long-term incentive plans
applicable to similarly situated executive officers, and to
participate in such insurance, medical and other employee
benefit plans as may be provided to such executive officers.
Superior Bancorp is also required to provide Mr. Bailey
with certain other benefits, including a term life insurance
policy in the amount of at least $1 million, an automobile
and customary automobile-related benefits, and initiation fees,
dues and assessments for approved club memberships, and to pay
certain relocation expenses. The agreement restricts
Mr. Baileys ability to engage in various activities
competitive with Superior Bancorps business during the
terms of his employment and for one year after Mr. Bailey
ceases to be employed by Superior Bancorp. The agreement
obligates Superior Bancorp to appoint Mr. Bailey to the
Board of Directors of Superior Bancorp, and further provides
that Mr. Bailey will be Chairman of the Board.
C. Marvin Scott and Rick D.
Gardner. Mr. Scott and Mr. Gardner have
entered into employment agreements with Superior Bancorp and the
Bank providing for terms substantially identical to those
described above with respect to Mr. Bailey, except that
(a) Mr. Scotts initial annual base salary is
$300,000 and Mr. Gardners initial annual base salary
is $250,000; (b) Superior Bancorp is obligated to provide
term life insurance policies to Mr. Scott in the amount of
$750,000 and to Mr. Gardner in the amount of $600,000; and
(c) each of Mr. Scott and Mr. Gardner was
required to be appointed as a director of Superior Bancorp
effective on or before December 31, 2005, if then permitted
by the NASDAQ Stock Market Marketplace Rules, or, if not so
permitted on or before December 31, 2005, then as soon
thereafter as is permitted by the NASDAQ Stock Market
Marketplace Rules. Both Mr. Scott and Mr. Gardner were
elected as directors at the 2005 Annual Meeting of Stockholders
and continue to serve in such capacity.
16
Stock Option Grants to Messrs. Bailey, Scott and
Gardner. Under their respective employment
agreements, Superior Bancorp is obligated to grant, and has
granted as of January 24, 2005, options to acquire
711,970 shares of common stock to Mr. Bailey,
355,985 shares to Mr. Scott, and 355,985 shares
to Mr. Gardner, each at an exercise price of $8.17 per
share, the market price on the date of grant. Such options have
a ten-year term. Such options were originally scheduled to vest
and become exercisable as follows:
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|
50% on April 24, 2005;
|
|
|
|
20% on the later of (x) the date on which the average
closing price per share of Superior Bancorp common stock over a
15-consecutive-trading-day period (the Market Value
price) is at least $10 but less than $12, and
(y) June 29, 2005 (the Alternate Vesting
Date);
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|
15% on the later of (x) the date on which the Market Value
price is at least $12 but less than $14, and (y) the
Alternate Vesting Date; and
|
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|
15% on the later of (x) the date on which the Market Value
price is at least $14, and (y) the Alternate Vesting Date.
|
|
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|
To the extent not otherwise vested, on January 24, 2010.
|
The initial 70% of such grants vested as provided above. The
remaining 30% of such grants were vested effective
November 15, 2005, as a result of the determination by the
Compensation Committee of the Board of Directors to vest all
outstanding but unvested stock option grants in full as of such
date. In consideration of such accelerated vesting,
Messrs. Bailey, Scott and Gardner agreed to forgo any
bonuses for which they would otherwise have been entitled with
respect to 2005.
Change-in-Control
Agreement with James C.
Gossett. Mr. Gossett, our Chief Accounting
Officer, does not have an employment agreement with Superior
Bancorp. However, Superior Bancorp and Mr. Gossett are
parties to an agreement, dated April 1, 2002, under which
Mr. Gossett would be entitled to one years
compensation (including bonus compensation) and immediate
vesting of all unvested amounts under stock incentive or
deferred compensation arrangements in the event that
Mr. Gossett voluntarily terminates his employment for Good
Reason (as defined) within one year after a Change in Control
(as defined) of Superior Bancorp.
Agreement with Mr. Caughran. In
connection with the acquisition of Community Bancshares, Inc.,
Superior Bank entered into an agreement with Mr. Caughran
dated August 31, 2006 which provides that Mr. Caughran
will serve as the General Counsel of Superior Bancorp and
Superior Bank. Mr. Caughran is entitled to a base salary of
not less than $165,000 and is also entitled to participate in
all welfare benefit, pension benefit and bonus and incentive
compensation plans applicable to similarly situated officers. On
the first anniversary of the acquisition of Community
Bancshares, Inc., Mr. Caughran will receive a bonus payment
in the amount of $215,099.
The provisions of each of these agreements relating to
termination of the individuals employment are discussed
below under the caption Potential Payouts Upon Termination
of Employment or Change in Control of Superior Bancorp.
17
Outstanding
Equity Awards at Year End 2006
The following table provides information with respect to equity
awards held by the named executive officers at December 31,
2006.
Outstanding
Equity Awards at Fiscal Year-End
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Option Awards
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Stock Awards
|
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Equity
|
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Incentive
|
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Plan
|
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Equity
|
|
|
Awards:
|
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|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
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|
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Incentive
|
|
|
Market or
|
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Incentive
|
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|
Plan
|
|
|
Payout
|
|
|
|
|
|
|
|
|
|
Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
|
|
Market
|
|
|
Number of
|
|
|
of Unearned
|
|
|
|
Number of
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Value
|
|
|
Unearned
|
|
|
Shares,
|
|
|
|
Securities
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
|
|
Shares or
|
|
|
of Shares
|
|
|
Shares,
|
|
|
Units or
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
Units of
|
|
|
or Units
|
|
|
Units or
|
|
|
Other
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Option
|
|
|
Option
|
|
|
Stock That
|
|
|
of Stock
|
|
|
Other Rights
|
|
|
Rights
|
|
|
|
Options
|
|
|
Options
|
|
|
Unearned
|
|
|
Exercise
|
|
|
Expiration
|
|
|
Have Not
|
|
|
That Have
|
|
|
That Have
|
|
|
That Have
|
|
Name
|
|
Exercisable(#)
|
|
|
Unexercisable(#)
|
|
|
Options(#)
|
|
|
Price($)
|
|
|
Date
|
|
|
Vested(#)
|
|
|
Not Vested(#)
|
|
|
Not Vested(#)
|
|
|
Not Vested($)
|
|
|
C. Stanley Bailey
|
|
|
711,970
|
|
|
|
|
|
|
|
|
|
|
$
|
8.17
|
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C. Marvin Scott
|
|
|
355,985
|
|
|
|
|
|
|
|
|
|
|
$
|
8.17
|
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rick D. Gardner
|
|
|
355,985
|
|
|
|
|
|
|
|
|
|
|
$
|
8.17
|
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William Caughran
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James C. Gossett
|
|
|
|
|
|
|
5,000
|
(1)
|
|
|
|
|
|
$
|
10.56
|
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000
|
|
|
|
|
|
|
|
|
|
|
$
|
10.68
|
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
|
|
|
|
|
|
|
|
$
|
6.25
|
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,500
|
|
|
|
|
|
|
|
|
|
|
$
|
7.67
|
|
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,500
|
|
|
|
|
|
|
|
|
|
|
$
|
6.65
|
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,500
|
|
|
|
|
|
|
|
|
|
|
$
|
6.00
|
|
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
These options will vest upon the earlier of July 17, 2011
or (a) 50% vesting upon Superior Bancorp common stock
reaching a per share market value price of $12.00 and
(b) 50% vesting upon Superior Bancorp common stock reaching
a per share market value price of $14.00. |
Options
Exercises and Vesting of Stock
The following table provides information with respect to stock
options exercised by the named executive officers or the vesting
of stock held by the named executive officers during 2006.
Option
Exercises and Stock Vested
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
Number of
|
|
|
Value
|
|
|
Number of
|
|
|
Value
|
|
|
|
Shares Acquired
|
|
|
Realized on
|
|
|
Shares Acquired
|
|
|
Realized
|
|
|
|
on Exercise
|
|
|
Exercise
|
|
|
on Vesting
|
|
|
on Vesting
|
|
Name
|
|
(#)
|
|
|
($)
|
|
|
(#)
|
|
|
($)
|
|
|
C. Stanley Bailey
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C. Marvin Scott
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rick D. Gardner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William Caughran
|
|
|
|
|
|
$
|
273,050
|
(1)
|
|
|
|
|
|
|
|
|
James C. Gossett
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Mr. Caughran surrendered options to purchase
67,500 shares of Community Bancshares, Inc. common stock
and received payment of the amount shown above in connection
with the merger of Community Bancshares, Inc. with Superior
Bancorp. |
18
Pension
Benefits
The following table provides information with respect to
retirement benefits of the named executive officers pursuant to
defined benefit plans and related supplemental executive
retirement plans maintained by Superior Bancorp.
Pension
Benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Present
|
|
|
|
|
|
|
|
|
Years of
|
|
|
Value of
|
|
|
Payments
|
|
|
|
|
|
Credited
|
|
|
Accumulated
|
|
|
During Last
|
|
|
|
|
|
Service
|
|
|
Benefit
|
|
|
Fiscal Year
|
|
Name
|
|
Plan Name
|
|
(#)
|
|
|
($)
|
|
|
($)
|
|
|
C. Stanley Bailey
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C. Marvin Scott
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rick D. Gardner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William Caughran
|
|
Community
Bancshares, Inc.
Revised Pension Plan
|
|
|
5
|
(1)
|
|
$
|
45,238
|
(2)
|
|
|
|
|
James C. Gossett
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Mr. Caughrans years of credited service are less than
his actual years of service with Community Bancshares because
the Community Bancshares, Inc. Revised Pension Plan was frozen
as of December 31, 2003 and accrual of credited service
ceased at that time. |
|
(2) |
|
The key assumptions used in determining the present value of
Mr. Caughrans benefit are the same assumptions used
to calculate the plans liabilities as disclosed in
Note 20 to the consolidated financial statements of
Superior Bancorp and its subsidiaries contained in Superior
Bancorps Annual Report on Form
10-K for the
year ended December 31, 2006. |
Superior Bancorp became the sponsor of the Community Bancshares,
Inc. Revised Pension Plan upon its merger with Community
Bancshares in November 2006. The plan was frozen as of
December 31, 2003 such that no new participants may enter
the plan and no current participants may accrue any additional
benefits under the plan. The amount of the retirement benefit
for a participant is determined by the length of the
participants credited service under the plan and his
average monthly earnings for the five highest compensated,
consecutive calendar years of the participants final ten
consecutive calendar years of employment. Compensation covered
by the plan is total compensation, including bonuses, overtime
or other forms of extraordinary compensation, subject to the
limitation on compensation imposed by Section 401(a)(17) of
the Internal Revenue Code. The amount of compensation taken into
account in determining a participants retirement benefits
was also frozen as of December 31, 2003.
Nonqualified
Deferred Compensation
None of the named executive officers participate in any deferred
compensation plans.
Potential
Payouts Upon Termination of Employment or Change in Control of
Superior Bancorp
As discussed above under the caption Employment
Agreements, each of Mr. Bailey, Mr. Scott and
Mr. Gardner are parties to an employment agreement with
Superior Bancorp, Mr. Gossett is a party to a change in
control agreement with Superior Bancorp, and Mr. Caughran
is a party to an agreement entered into in connection with an
acquisition.
Messrs. Bailey, Scott and Gardner. If the
employment of any of Mr. Bailey, Mr. Scott or
Mr. Gardner is terminated other than for Cause (as defined)
or as a result of his death or disability, or if any such
executive terminates the agreement as a result of certain
adverse changes in his functions, duties or responsibilities or
of another material breach by Superior Bancorp of its
obligations, the executive is entitled to continued compensation
at the then-current rate (including bonus compensation) for the
then-remaining term of the agreement, provided that the
executive may elect to receive such payment in a lump sum
discounted to present value using a 6% discount rate,
19
and to the continuation of other benefits during such remaining
term. If the executives employment is terminated as a
result of his disability, he is entitled to continued
compensation at his then-current rate (including bonus
compensation) and the continuation of other benefits for one
year. If the executives employment by Superior Bancorp is
terminated within two years following a Change in Control (as
defined), other than for Cause or as a result of his death,
disability or retirement, or if the executive terminates such
employment following the occurrence of specified events within
two years after a Change in Control, the executive will be
entitled to receive a lump sum payment equal to three times the
sum of (i) his then-current base salary plus (ii) the
target bonus he would have been entitled to receive, and he will
be entitled to receive other benefits specified in the
agreement. In addition, he will be entitled to a
gross-up
payment equal to the amount of any excise taxes imposed upon him
as a result of such payments upon termination following a Change
in Control.
If the employment of Mr. Bailey, Mr. Scott and
Mr. Gardner had terminated as of December 31, 2006,
other than for Cause, death or disability or a Change in
Control, Superior Bancorp would have been obligated to make
payments of $1,145,810 to Mr. Bailey; $862,262 to
Mr. Scott; and $718,560 to Mr. Gardner, assuming each
individual elected to be paid in a lump sum discounted to
present value. Superior Bancorp would also be obligated to
continue the executives participation in all benefit
programs through January 24, 2009 at an approximate cost of
$18,320 for Mr. Bailey, $17,370 for Mr. Scott, and
$14,040 for Mr. Gardner and to transfer to each executive
title to the company automobile assigned to the executive at an
approximate cost of $20,865 for Mr. Bailey, $33,642 for
Mr. Scott, and $24,701 for Mr. Gardner. The costs for
continued benefits assume that there are no premium increases
under the companys insurance programs prior to
January 24, 2009.
If the employment of Mr. Bailey, Mr. Scott and
Mr. Gardner had terminated as of December 31, 2006
following a Change in Control, Superior Bancorp or its successor
would have been obligated to make payments of the following
amounts, including
gross-up
payments: $2,666,115 to Mr. Bailey; $2,009,925 to
Mr. Scott; and $1,685,536 to Mr. Gardner. Superior
Bancorp or its successor would also be obligated until
December 31, 2009 to provide each executive with life
insurance, medical insurance, dental insurance and accident and
disability insurance substantially equivalent to what executive
received prior to the termination of his employment at an
approximate cost of $27,480 for Mr. Bailey, $26,055 for
Mr. Scott and $21,060 for Mr. Gardner and to transfer
to each executive title to the company automobile assigned to
the executive at an approximate cost of $20,865 for
Mr. Bailey, $33,642 for Mr. Scott, and $24,701 for
Mr. Gardner. The costs for continued benefits assume that
there are no premium increases under the companys
insurance programs prior to December 31, 2009.
Mr. Gossett. Pursuant to the terms of his
Change in Control Agreement, Mr. Gossett would be entitled
to one years compensation (including bonus compensation)
and immediate vesting of all unvested amounts under stock
incentive or deferred compensation arrangements in the event
that Mr. Gossett voluntarily terminates his employment for
Good Reason (as defined) within one year after a Change in
Control (as defined) of Superior Bancorp.
If the employment of Mr. Gossett had terminated as of
December 31, 2006 following a Change in Control, Superior
Bancorp or its successor would have been obligated to pay
Mr. Gossett $170,078. In addition, Mr. Gossett would
become vested in options to purchase 5,000 shares of
Superior Bancorp common stock which were granted on
July 17, 2006. The expense to Superior Bancorp resulting
from the vesting of these options as of December 31, 2006
would have been $14,501.
Mr. Caughran. Pursuant to the terms of
the Agreement with Mr. Caughran dated August 31, 2006,
if Mr. Caughrans employment is terminated prior to
November 7, 2007 other than for Cause (as defined) or on
account of his death or Total Disability (as defined),
Mr. Caughran will receive in a lump sum payment his base
salary from the date of his termination until November 7,
2007. Mr. Caughran is also entitled to receive a bonus
payment of $215,099 on November 7, 2007 whether or not he
is employed by Superior Bank at that time.
If the employment of Mr. Caughran had terminated as of
December 31, 2006, Superior Bancorp would have been
obligated to pay Mr. Caughran $140,664, which represents
his base salary from January 1, 2007 through
November 7, 2007.
20
Equity
Compensation Plan Information
The following table summarizes information as of
December 31, 2006, relating to our equity compensation
plans pursuant to which grants of options, restricted stock
units or other rights to acquire shares may be granted in the
future.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares
|
|
|
|
|
|
|
|
|
|
Remaining Available for
|
|
|
|
Number of Securities
|
|
|
|
|
|
Future Issuance Under
|
|
|
|
to be Issued Upon
|
|
|
Weighted-Average
|
|
|
Equity Compensation
|
|
|
|
Exercise of
|
|
|
Exercise Price of
|
|
|
Plans (Excluding
|
|
|
|
Outstanding Options,
|
|
|
Outstanding Options,
|
|
|
Securities Reflected
|
|
Plan Category
|
|
Warrants and Rights
|
|
|
Warrants and Rights
|
|
|
in Column (a))
|
|
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
Equity Compensation Plans Approved
by Security Holders(1)
|
|
|
1,300,500
|
|
|
$
|
7.73
|
|
|
|
387,326
|
|
Equity Compensation Plans not
Approved by Security Holders(2)
|
|
|
1,742,097
|
|
|
$
|
8.32
|
|
|
|
34,048
|
|
Total
|
|
|
3,042,597
|
|
|
$
|
8.07
|
|
|
|
421,374
|
|
|
|
|
(1) |
|
Excludes 162,704 shares of restricted stock granted under
the Third Amended and Restated 1998 Stock Incentive Plan of The
Banc Corporation. |
|
(2) |
|
Includes options covering (a) 1,740,937 shares issued
to Messrs. Bailey, Scott and Gardner and three other
management employees in connection with their employment
arrangements, (b) 34,048 shares reserved for issuance
to other new management hires, and (c) 1,160 shares
authorized and issued under the Commerce Bank of Alabama Stock
Option Plan, which we assumed in the merger with Commerce Bank
of Alabama in November 1998. We do not intend to grant any
additional options under this plan. |
Third Amended and Restated 1998 Stock Incentive
Plan. The objectives of the Third Amended and
Restated 1998 Stock Incentive Plan of The Banc Corporation are
to further our growth and development by (i) encouraging
selected participants who contribute or are expected to
contribute materially to our success to obtain shares of our
common stock and to encourage them to promote our best interests
and (ii) affording us a means of attracting qualified
personnel. The plan authorizes the grant of incentive stock
options, nonqualified stock options and other awards, including
stock appreciation rights, restricted stock and performance
shares. The plan covers 2,500,000 shares of our common
stock. As of December 31, 2006, the Compensation Committee
has granted options to purchase 1,300,500 shares of our
common stock which remain outstanding and restricted stock
awards covering 162,704 shares of our common stock which
remain outstanding. Those shares may be, in whole or in part,
authorized but unissued shares or issued shares that we have
reacquired.
Our Compensation Committee, which administers the Third Amended
and Restated 1998 Stock Incentive Plan, may grant options or
other awards to employees, officers, directors, consultants,
agents, independent contractors and other persons who
contributed or are expected to contribute materially to our
success. The Compensation Committee, subject to the approval of
the board of directors and the provisions of the plan, has full
power to determine the types of awards to be granted, to select
the individuals to whom awards will be granted, to fix the
number of shares that each optionee may purchase, to set the
terms and conditions of each option, and to determine all other
matters relating to the plan.
The Commerce Bank of Alabama Stock Incentive Compensation
Plan. We assumed the Commerce Bank of Alabama
Incentive Compensation Plan in our acquisition of Commerce Bank
of Alabama on November 6, 1998. This plan authorized the
grant of incentive and nonqualified options to purchase common
stock of Superior Bancorp. As of December 31, 2006, there
were options outstanding under this plan to purchase
1,160 shares of common stock at a price of $6.24 per
share. We have not granted and do not intend to grant any
additional options under this plan.
Management
Matters
There are no arrangements or understandings known to us between
any of our directors, nominees for director or executive
officers and any other person pursuant to which any such person
was or is to be nominated or elected as
21
a director or an executive officer except as otherwise disclosed
herein. The employment agreements for Mr. Bailey,
Mr. Scott and Mr. Gardner provide that they will be
nominated to serve as directors of Superior Bancorp.
Compensation
Committee Interlocks and Insider Participation
The Compensation Committee comprises Messrs. Stephens,
Durden and Link. None of the members of the Compensation
Committee is a former or current officer or employee of Superior
Bancorp or any of its subsidiaries.
Certain
Transactions and Relationships
Superior Bancorp has a written policy concerning transactions
with its directors and their family members. The policy provides
that neither Superior Bancorp nor its subsidiaries will make
payments to, or for the benefit of, any non-employee director or
his family members totaling more than $60,000 per year in
direct compensation, other than board or committee fees and
payments to family members who are non-executive employees of
Superior Bancorp or its subsidiaries. The policy also provides
that Superior Bancorp will meet or exceed the requirements of
the NASDAQ Stock Market with respect to director independence.
The policy does not prohibit business relationships between
Superior Bancorp or its subsidiaries and business entities
affiliated with its directors except to the extent that such
relationships would cause less than a majority of Superior
Bancorps directors to be independent under NASDAQ rules.
Superior Bancorp and Superior Bank have entered into
transactions with certain directors or officers of Superior
Bancorp or their affiliates. Such transactions were made in the
ordinary course of business on substantially the same terms and
conditions, including interest rates and collateral, as those
prevailing at the same time for comparable transactions with
other customers, and did not, in the opinion of management
involve more than normal credit risk or present other
unfavorable features.
The Mailon Kent Insurance Agency received commissions of
approximately $166,876 from the sale of insurance to Superior
Bancorp during 2006. James Mailon Kent, Jr., a director of
Superior Bancorp, is the owner of the Mailon Kent Insurance
Agency.
Superior Bancorp believes that the foregoing transactions were
made on terms and conditions reflective of arms length
transactions.
22
PROPOSAL NUMBER
TWO
AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK
By unanimous written consent dated March 7, 2007, our Board
of Directors approved an amendment to Article IV,
Section 4.1 of our Restated Certificate of Incorporation to
increase the number of authorized shares of common stock of
Superior Bancorp from 50 million to 60 million. Such
approval by the Board is subject to the approval of such
amendment by the holders of a majority of the outstanding shares
of our common stock. A copy of the proposed amendment is
attached to this Proxy Statement as Annex A.
Increase
in Authorized Common Stock
The Board of Directors recommends that the stockholders approve
the proposed amendment because it considers such amendment to be
in the best long-term and short-term interests of Superior
Bancorp, its stockholders and its other constituencies. The
proposed increase in the number of authorized shares of common
stock will ensure that a sufficient number of shares will be
available, if needed, for issuance in connection with any
possible future transactions approved by the Board of Directors,
including, among others, stock splits, stock dividends, stock
incentive plans, acquisitions and other corporate purposes. The
Board of Directors believes that the availability of the
additional shares for such purposes without delay or the
necessity for a special stockholders meeting (except as
may be required by applicable law or regulatory authorities or
by the rules of the Nasdaq Global Market) will be beneficial to
Superior Bancorp by providing it with the flexibility to
consider and respond to future business opportunities and needs
as they arise. The availability of such additional shares will
also enable us to act promptly when the Board of Directors
determines that the issuance of additional shares of common
stock is advisable. It is possible that shares of common stock
may be issued at a time and under circumstances that may
increase or decrease earnings per share and increase or decrease
the book value per share of shares currently outstanding.
We do not have any immediate plans, agreements, arrangements,
commitments or understandings with respect to the issuance of
any additional shares of our common stock that would be
authorized upon approval of the proposed amendment. However, as
described below, we have a relatively small number of authorized
but unissued shares that are not already reserved for issuance,
and if the proposed amendment is not approved, our flexibility
to pursue potential future transactions or compensation
arrangements involving our stock will be limited.
Under our Restated Certificate of Incorporation, we currently
have authority to issue 50 million shares of common stock,
par value $.001 per share, of which 34,658,368 shares
were issued and outstanding as of March 31, 2007. In
addition, as of such date, approximately
(a) 366,230 shares were reserved for issuance under
our Third Amended and Restated 1998 Stock Incentive Plan, under
which options to purchase a total of 1,321,596 shares were
outstanding, (b) 34,048 shares were reserved for
issuance under other stock options granted, assumed or reserved
for future grants by Superior Bancorp,
(c) 73,762 shares were reserved for issuance in lieu
of cash compensation to non-employee directors, and
(d) approximately 6,700,000 shares (subject to
adjustment based upon the trading price of our common stock at
the time of consummation) were expected to be issued in
connection with the consummation of our proposed merger with
Peoples Community Bancshares, Inc., Inc. The issuance of
such reserved shares and the consummation of the Peoples
Community Bancshares merger are not dependent upon approval of
the proposed amendment. After giving effect to such reserved
shares, approximately 6,845,996 shares were available for
issuance on such date.
There are no preemptive rights with respect to our common stock.
Recommendation
of the Board of Directors
The Board of Directors unanimously recommends that
stockholders vote FOR the adoption of the amendment to the
Restated Certificate of Incorporation to increase the number of
authorized shares of our common stock from 50 million to
60 million. The affirmative vote of the holders of a
majority of the outstanding shares of common stock entitled to
vote at the Annual Meeting will be necessary for the approval of
such amendment.
23
RELATIONSHIP
WITH INDEPENDENT PUBLIC ACCOUNTANTS
General
Our independent public accounting firm for the calendar years
ended December 31, 2006 and 2005 was Carr, Riggs &
Ingram, LLC (CRI). The Audit Committee has not yet
made a recommendation to the Board of Directors concerning the
appointment of independent auditors for the current fiscal year
ending December 31, 2007. Management expects
representatives from CRI to attend the Annual Meeting. They will
have an opportunity to make a statement if they desire to do so,
and they are expected to be available to respond to appropriate
questions.
Audit
Fees
The aggregate fees (including reimbursable expenses) of CRI for
professional services rendered for the audit of Superior
Bancorps financial statements for the fiscal years ended
December 31, 2006 and 2005 and for the reviews of the
financial statements for Superior Bancorps Quarterly
Reports on
Form 10-Q
and statutory audits for the fiscal years ended
December 31, 2006 and 2005 were $517,490 and $435,047,
respectively.
Audit
Related Fees
The aggregate audit related fees (including
reimbursable expenses) of CRI for the fiscal years ended
December 31, 2006 and 2005 were $115,427 and $30,000,
respectively. Audit related fees primarily consist of fees
relating to acquisitions and benefit plan audits.
Tax
Fees
The aggregate tax fees paid to CRI were $0 for each of the
fiscal years ended December 31, 2006 and 2005.
All Other
Fees
The aggregate fees billed by CRI for all other services rendered
to Superior Bancorp, other than services described above, were
$0 for each of the fiscal years ended December 31, 2006 and
2005.
Pre-Approval
Policies
The Audit Committee pre-approves all audit and non-audit
services provided by the independent auditors. These services
may include audit services, audit related services, tax services
and other services. The Audit Committee pre-approved all of the
services for the audit fees described above. The Audit Committee
regularly monitors the services provided by the independent
auditors for both audit and non-audit services. None of the
services described above were approved by the Audit Committee
pursuant to paragraph (c)(7)(i)(C) of
Rule 2-01
of
Regulation S-X.
The Audit Committee has considered whether the provision of the
services covered above is compatible with maintaining CRIs
independence and has concluded that it is.
REPORT OF
THE AUDIT COMMITTEE (1)
The members of the Audit Committee are independent
directors, as defined under NASDAQ Rule 4200, and
meet the standards required by
Rule 10A-3(b)(1)
under the Securities Exchange Act of 1934. Two members of the
Audit Committee are audit committee financial
experts under the Rules of the Securities and Exchange
Commission. The Audit Committee oversees Superior
Bancorps financial reporting process and internal controls
on behalf of the Board of Directors and is responsible for the
appointment, retention, oversight and compensation of
(1) The information under this caption is not soliciting
material or material filed with the SEC,
except (a) as otherwise required by the rules of the SEC or
(b) as we may specifically so request or specifically
incorporate it by reference in a filing with the SEC.
24
the companys independent auditors and the approval of
services they perform. Management has the primary responsibility
for establishing and maintaining systems of internal controls
and for the preparation of the financial statements and other
financial information included in Superior Bancorps Annual
Report. In fulfilling its oversight responsibilities, the Audit
Committee reviewed the consolidated financial statements with
management, including a discussion of the quality, not just the
acceptability, of the accounting principles, the reasonableness
of significant judgments, and the clarity of disclosures in the
financial statements.
The Audit Committee reviewed with the independent auditors, who
are responsible for expressing an opinion on the conformity of
those audited financial statements with accounting principles,
generally accepted in the United States, their judgments as to
the quality, not just the acceptability, of Superior
Bancorps accounting principles and such other matters as
are required to be discussed with the Audit Committee under
auditing standards generally accepted in the United States. In
addition, the Audit Committee has discussed with the independent
auditors their independence from management and Superior
Bancorp, including the matters in the written disclosures
required by the Independence Standards Board.
The Audit Committee discussed with Superior Bancorps
internal and independent auditors the overall scope and plans
for their respective audits. The Audit Committee meets with the
internal and independent auditors, with and without management
present, to discuss the results of their examinations, their
evaluations of Superior Bancorps internal controls, and
the overall quality of Superior Bancorps financial
reporting.
Based on the Audit Committees discussions with management
and the independent auditors, as described above, and upon its
review of the representations of management and the report of
the independent auditors, the Audit Committee recommended to the
Board of Directors that Superior Bancorps audited
consolidated financial statements be included in the annual
report on
Form 10-K
for the fiscal year ended December 31, 2006, as filed with
the SEC.
The foregoing report is submitted by the following directors of
Superior Bancorp, comprising all of the members of the Audit
Committee of the Board of Directors as of December 31, 2006.
Roger Barker, Chairman
Thomas E. Jernigan, Jr.
James C. White, Sr.
STOCKHOLDER
PROPOSALS FOR
NEXT ANNUAL MEETING OF STOCKHOLDERS
Any proposals that our stockholders wish to have included in our
proxy statement and form of proxy for the 2008 annual meeting of
stockholders must be received by us no later than the close of
business on December 18, 2007. You may also submit a
proposal for presentation at the annual meeting of stockholders
to be held in 2008, but not to have the proposal included in our
proxy statement and form of proxy relating to that meeting. If
notice of any such proposal is not received by us by the close
of business on March 2, 2008, then we will not address the
proposal in our proxy statement relating to that meeting, and
all proxies solicited and received by the Board of Directors
will be deemed to have confirmed discretionary authority to vote
on any such proposal. Any proposals should be sent to:
Superior Bancorp
17 North 20th Street
Birmingham, Alabama 35203
Attention: Corporate Secretary
25
OTHER
BUSINESS
As of the date of this Proxy Statement, the Board of Directors
does not know of any business which will be presented for
consideration at the Annual Meeting other than that specified
herein and in the Notice of Annual Meeting of Stockholders, but
if other matters are presented, it is the intention of the
persons designated as proxies to vote in accordance with their
judgments on such matters.
Please SIGN, DATE and RETURN the enclosed Proxy promptly.
By Order of the Board of Directors,
William H. Caughran
Secretary
Birmingham, Alabama
April 16, 2007
26
ANNEX A
PROPOSED
AMENDMENT TO ARTICLE IV, SECTION 4.1 OF THE
RESTATED
CERTIFICATE OF INCORPORATION OF SUPERIOR BANCORP, AS
APPROVED BY THE BOARD OF DIRECTORS AS OF MARCH 7,
2007
RESOLVED, that, subject to the approval by the affirmative vote
of the holders of a majority of the issued and outstanding
common stock of the Corporation at the 2007 Annual Meeting of
Stockholders of the Corporation, the first paragraph of
Article IV, Section 4.1 of the Restated Certificate of
Incorporation of the Corporation shall be and read as follows:
Section 4.1 Authorization
of Capital. The total number of shares of all
classes of capital stock which the Corporation shall have
authority to issue is Sixty-Five Million (65,000,000) shares,
comprising Sixty Million (60,000,000) shares of Common Stock,
with a par value of $.001 per share, and Five Million
(5,000,000) shares of Preferred Stock, with a par value of
$.001 per share, as the Board of Directors may decide to
issue pursuant to Section 4.3, which constitutes a total
authorized capital of all classes of capital stock of Sixty-Five
Thousand Dollars ($65,000.00).
A-1
.NNNNNNNNNNNNSuperior BancorpNNNNNNNNNNNNNNN C123456789000004000000000.000000
ext000000000.000000 ext 000000000.000000 ext000000000.000000 extMR A SAMPLEDESIGNATION (IF
ANY)000000000.000000 ext000000000.000000 extADD 1 ADD 2 ADD 3 ADD 4 ADD 5NNNNNNNNNADD 6Using a
black ink pen, mark your votes with an X as shown inX this example. Please do not write outside the
designated areas.Annual Meeting Proxy Card3PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE
BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 3A Proposals The Board of Directors recommends a vote
FOR all the nominees listed and FOR Proposal 2.1. Election of Directors. To elect as Directors for
a one-year term ending on the date of the Annual Meeting of Stockholders in 2008 the following
individuals:01 C. Stanley Bailey02 Roger D. Barker03 K. Earl Durden+ 04 Rick D. Gardner05 -
Thomas E. Jernigan, Jr.06 James Mailon Kent, Jr.07 James M. Link08 D. Dewey Mitchell09 -
Barry Morton10 Robert R. Parrish, Jr.11 C. Marvin Scott12 James C. White, Sr.Mark here to
voteMark here to WITHHOLDFor All EXCEPT - To withhold authority to vote for anyFOR all nomineesvote
from all nomineesnominee(s), write the name(s) of such nominee(s)
below.___For Against Abstain2. AMENDMENT TO INCREASE AUTHORIZED CAPITAL
STOCK.To amend Superior Bancorps Restated Certificate of Incorporation to increase the number of
authorized shares of common stock to 60 million shares.B Non-Voting ItemsChange of Address
Please print new address below.C Authorized Signatures This section must be completed for your
vote to be counted. Date and Sign BelowPlease sign exactly as name(s) appears hereon. Joint
owners should each sign. When signing as attorney, executor, administrator, corporate officer,
trustee, guardian, or custodian, please give full title.Date (mm/dd/yyyy) Please print date
below.Signature 1 Please keep signature within the box.Signature 2 Please keep signature
within the box.C 1234567890J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE140 CHARACTERS) MR
A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE ANDNNNNNNN1 U P X0 1 3 3 4
4 1MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + |
3PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
3Proxy Superior BancorpPROXY SOLICITED BY THE BOARD OF DIRECTORSFOR THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON MAY 16, 2007The undersigned hereby appoints C. Stanley Bailey and C.
Marvin Scott, either one of whom may act without joinder of the other, with full power of
substitution and ratification, attorneys-in-fact and Proxies of the undersigned to vote all shares
of common stock of Superior Bancorp which the undersigned is entitled to vote at the 2007 Annual
Meeting of Stockholders to be held at 10:00 a.m. Central Daylight Time on Wednesday, May 16, 2007,
at Superior Bancorps principal executive offices at 17 North 20th Street, Birmingham, Alabama
35203, and at any and all adjournments thereof.THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN
THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS INDICATED, THE SHARES WILL BE VOTED FOR ALL DIRECTOR
NOMINEES AND FOR ALL PROPOSALS. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL OF THE DIRECTOR
NOMINEES AND FOR ALL PROPOSALS.PLEASE DATE AND SIGN ON THE REVERSE SIDE AND RETURN THIS PROXY TO
SUPERIOR BANCORP IN THE ENCLOSED ENVELOPE. THANK YOU.(Items to be voted appear on reverse side.) |