ITEM 10. DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The following sets
forth information for each person currently serving as a member of the Board of Directors of the Company. These directors may
also serve on the Board of Directors of First Clover Leaf Bank, National Association (the “Bank”).
The following table
sets forth certain information regarding the composition of our Board of Directors, including the terms of office of each director.
Ages are shown as of April 26, 2016.
Name
|
|
Age
|
|
Position
|
|
Current
Term
Expires
|
|
Director
Since
(1)
|
|
|
|
|
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph J. Gugger
|
|
65
|
|
Director
|
|
2016
|
|
2000
|
Kenneth P. Highlander
|
|
62
|
|
Director
|
|
2016
|
|
2009
|
P. David Kuhl
|
|
66
|
|
President, Chief Executive
|
|
2016
|
|
2013
|
|
|
|
|
Officer and Director
|
|
|
|
|
Gary D. Niebur
|
|
60
|
|
Director
|
|
2016
|
|
2009
|
Mary Westerhold
|
|
50
|
|
Director
|
|
2017
|
|
2011
|
Dennis M. Terry
|
|
69
|
|
Director
|
|
2017
|
|
2009
|
Mona B. Haberer
|
|
58
|
|
Director
|
|
2018
|
|
2013
|
Joseph Stevens
|
|
70
|
|
Director
|
|
2018
|
|
1990
|
Gerard A. Schuetzenhofer
|
|
58
|
|
Chairman of the Board
|
|
2018
|
|
2009
|
|
(1)
|
Includes service on the Board of Directors
of First Federal Financial Services, Inc. and Clover Leaf Financial Corp., the predecessor
companies to First Clover Leaf.
|
The Business Background
of Our Directors and Executive Officers
The business experience
of each of our directors and executive officers is set forth below. Unless otherwise indicated, directors and executive officers
have held their positions for the past five years.
Directors
Gerard A. Schuetzenhofer
is Chairman of the Board of Directors. Mr. Schuetzenhofer is the President of Coldwell Banker Brown Realtors/Coldwell Banker
Commercial Brown Realtors, a real estate brokerage firm with offices in Edwardsville, O’Fallon, Troy, Highland and Belleville,
Illinois. He has held the position of President since 1989. Mr. Schuetzenhofer joined the board of the Company in 2009. Mr. Schuetzenhofer’s
experience as the owner of a local real estate brokerage firm provides the Board with assistance in assessing local real estate
values, trends and developments, in identifying potential new lending customers and in assessing the relative risk of projects
and properties securing loans made by the Bank.
Joseph J. Gugger
has served: as a partner of Fastechnology LLC, an engineering company, since 1999; as a partner of CBC LLC, a real estate
company, since 1999; and as the owner of Gugger Group, Inc., a manufacturing and investment company, since 1993. Mr. Gugger serves
as President of the EGHM Foundation, a local foundation consisting of 24 local business leaders. Mr. Gugger is also very active
in other civic groups. Mr. Gugger joined the board of Clover Leaf Financial Corp. in 2000, serving on that board until the acquisition
by the Company in 2006, at which time Mr. Gugger was appointed to the Company’s Board. Mr. Gugger’s experience in
managing the operations of various companies provides the Board with valuable business experience. Additionally, his partnership
experience with CBC LLC provides the Board with assistance in assessing local real estate values, trends and
developments, in identifying potential
new lending customers and in assessing the relative risk of projects and properties securing loans made by the Bank.
Mona B. Haberer
has served as the President and Chief Executive Officer of Florists’ Insurance Companies in Edwardsville, Illinois,
since 2008, where she has been employed since 1989 and previously served as Chief Financial Officer. Ms. Haberer is a member of
the American Institute of Certified Public Accountants. Ms. Haberer is also an active member in several civic groups including;
the Horticultural Research Institute Investment Committee; The Leadership Council of Southwestern Illinois; the Age Smart Community
Resources Advisory Board; and a Foundation Board Member for Lewis & Clark Community College. Ms. Haberer joined the Board
of the Company in 2013. Ms. Haberer’s experience in managing corporate operations provides the Board with valuable business
and management experience. In addition, her financial and accounting experience provides the Board with valuable insight in accounting
and strategic transactions involving the Company.
Kenneth P. Highlander
is the retired President of Ready-Mix Services, Inc., a concrete manufacturer with plants in Hamel, Alton and Collinsville,
Illinois, where he was employed since 1971. Mr. Highlander joined the board of Clover Leaf Financial Corp. in 1996, serving on
that board until the acquisition by the Company in 2006, at which time Mr. Highlander then served on the board of First Clover
Leaf Bank between 2006 and 2009. He was appointed to the Company’s Board in 2009. Mr. Highlander’s experience in managing
the operations of a manufacturing company provides the Board with valuable managerial experience.
P. David Kuhl
has served as the President and Chief Executive Officer of the Company and the Bank since October 2013. He was formerly the Chairman,
President and Chief Executive Officer of Freestar Bank in Pontiac, Illinois, from 2007 – 2012 and prior to that was Chairman
and Chief Executive Officer of Busey Bank in Urbana, Illinois, from 1979-2006. He served as Chairman of the Illinois Bankers Association
in 2007 – 2008, and was Chairman of the Federal Home Loan Bank of Chicago from 2007 – 2010 and was a Director from
2000 – 2010. Mr. Kuhl was appointed to the Board of the Company in 2013. Mr. Kuhl brings over 40 years of executive management
experience and industry knowledge to the board and to First Clover Leaf and the Bank.
Gary D. Niebur
has served as the Executive Director of the Edwardsville YMCA since 1982. Mr. Niebur is a lifelong resident of Edwardsville,
and was the mayor of Edwardsville from 1993 to 2013. Mr. Niebur joined the board of Clover Leaf Financial Corp. in 1992, serving
on the board until the acquisition by the Company in 2006, at which time Mr. Niebur then served on the board of First Clover Leaf
Bank between 2006 and 2009. He was appointed to the Company’s Board in 2009. His knowledge of the community and surrounding
area, local municipalities and contacts with local community leaders provides the Board with insight into the Bank’s market
and service area.
Joseph Stevens
is the retired founder of Joe’s Market Basket LLC, a retail grocery and garden center established in 1971. He is the
President of GEM Properties LLC, a commercial real estate enterprise. Mr. Steven’s joined the board of First Federal Financial
Services in 1990, serving on the board until 2006 when the acquisition of Clover Leaf Financial Corp was completed. He was then
appointed to the board of the Company. Mr. Steven’s experience as a local business owner and his real estate investment
experience provides the board with insight into the local economy.
Dennis M. Terry
currently serves as the Director of Market Relations and Board Projects of the Bank, prior to which he served as our President
and Chief Executive Officer from October 2006 until October 2013. Mr. Terry served as President and Chief Executive
Officer of Clover Leaf Bank since 2000 until its acquisition in July 2006 by the Company. Mr. Terry has over 40 years of experience
in banking. Mr. Terry joined the board of Clover Leaf Financial Corp. in 2000, serving on the board until the acquisition by the
Company in 2006, at which time Mr. Terry then served on the board of First Clover Leaf Bank between 2006 and 2009. He was appointed
to the Company’s board in 2009. Mr. Terry’s significant local banking experience and continued participation in the
financial industry trade associations provides the Board with a perspective on the day-to-day operations of the Bank and assists
the Board in assessing the trends and developments in the financial institutions industry on a local and national basis.
Mary Westerhold
is the Vice President and Chief Financial Officer of Madison Communications, Inc. and its affiliate telecommunications companies,
Madison Telephone Company and Madison Network Systems, Inc., where she has been employed since 1992. Prior to 1992, Ms. Westerhold
served as a Commercial Loan Officer for
Mark Twain Bancshares. Ms. Westerhold
is also an active member in civic groups in our community. Ms. Westerhold joined the Board of the Company in 2011. Ms. Westerhold’s
experience in managing the operations of the various companies provides the Board with valuable general business experience in
the communities we serve. In addition, her financial and accounting experience provides the Board with valuable insight in accounting
and strategic transactions involving the Company.
Executive Officers
Who Are Not Directors
William D. Barlow,
57, has served as the Bank’s Executive Vice President and Chief Lending Officer since October 2013, prior to which he
served as the Bank’s Senior Vice President and Senior Lender since 2011. Prior to his employment at the Bank, from 2001
to 2011 Mr. Barlow was Senior Vice President and Senior Lender of the Bank of Edwardsville, an Illinois-chartered bank headquartered
in Edwardsville, Illinois. As previously announced, Mr. Barlow will be resigning from his employment effective on May 5, 2016.
Lisa R. Fowler
,
50, has served as the Bank’s Chief Credit Officer since October 2013, and became Executive Vice President in January
2014, prior to which she served as the Bank’s Senior Vice President – Chief Lending Officer since our July 2006 acquisition
of Clover Leaf Bank. Prior to July 2006, since June 2000, Ms. Fowler served as Senior Vice President of Clover Leaf Bank.
Darlene F. McDonald
,
53, has served as Chief Financial Officer of the Company and the Bank since July 2006, and became Executive Vice President in
January 2014, prior to which she served as Senior Vice President and Chief Financial Officer since our July 2006 acquisition
of Clover Leaf Bank. From 2000 to July 2006, Ms. McDonald served as Senior Vice President, Treasurer and Secretary of
Clover Leaf Bank.
Procedures for the
Recommendation of Director Nominees by Stockholders
There have been no
material changes to these procedures since they were previously disclosed in the definitive proxy statement for our 2015
annual meeting of stockholders.
Code of Ethics
We have adopted a
Code of Ethics that is applicable to our principal executive officer, principal financial officer, principal accounting officer
or controller, and persons performing similar functions. This Code is designed to deter wrongdoing and to promote honest and ethical
conduct, the avoidance of conflicts of interest, full and accurate disclosure and compliance with all applicable laws, rules and
regulations. There were no amendments made to or waivers from our Code of Ethics in 2015. A copy of our Code of Ethics is posted
on the Company website at
www.firstcloverleafbank.com
.
Audit Committee
Our Audit Committee
consists of directors Highlander, Gugger, Haberer and Stevens, each of whom is “independent” in accordance with NASDAQ
listing standards and the rules and regulations of the SEC. The committee is chaired by director Highlander. The Board has determined
that directors Highlander and Haberer qualify as “audit committee financial experts” as that term is used in the rules
and regulations of the SEC. Mr. Highlander’s previous experience with understanding and overseeing the financial operations
of Ready-Mix Services, Inc., as well as his previous years of service and experience on the audit committee of Clover Leaf Financial
Corp., contribute to the determination that he qualifies as an audit committee financial expert. Ms. Haberer’s prior
role as Chief Financial Officer with Florists’ Insurance Companies, including her experience preparing and analyzing financial
statements, contributes to the determination that she qualifies as an audit committee financial expert.
Pursuant to its responsibilities,
the Audit Committee reviews: (i) the contents of and conclusions in audit reports prepared by our independent registered public
accounting firm; (ii) the annual engagement of our independent registered public accounting firm and approves such engagement;
(iii) the Company’s audit policy; and (iv) the financial statements and internal controls of the Company with management
and our independent registered
public accounting firm.
The Board of Directors has adopted a written charter for the Audit Committee, which is posted on the Company website at
www.firstcloverleafbank.com
.
The Audit Committee met five times during 2015.
Section 16(a) Beneficial Ownership
Reporting Compliance
Our common stock is
registered pursuant to Section 12(b) of the Exchange Act. Under Section 16(a) of the Exchange Act, our executive officers, directors
and beneficial owners of greater than 10% of our common stock (“10% beneficial owners”) are required to file reports
with the SEC disclosing their beneficial ownership and changes in their beneficial ownership of our common stock. SEC rules require
disclosure in our proxy statement relating to the annual meeting of stockholders and Annual Report on Form 10-K of the
failure of an executive officer, director or 10% beneficial owner to file such forms on a timely basis. Based solely on our review
of ownership reports and management questionnaires, we believe that none of our executive officers, directors or 10% beneficial
owners failed to file these reports on a timely basis for 2015.
ITEM 11. EXECUTIVE
COMPENSATION
Compensation
and Personnel Committee
. The role of the Compensation Committee is to review and approve annually the compensation levels
of the Company’s executive officers and directors. The Compensation Committee is comprised entirely of outside, non-employee
directors. It is the intention of the Compensation Committee to administer a compensation program that will enable us to attract
and retain talented executive officers who are capable of meeting our strategic goals and thereby maximize our performance for
the benefit of the stockholders. The Compensation Committee considers four key elements of total compensation: base salary, benefits,
annual incentive compensation, and long-term incentives. In 2014 the Compensation Committee engaged Blanchard Consulting, a compensation
consulting company based in Minnesota, to perform a review of the Company’s compensation program. Blanchard was instructed
by the Compensation Committee to conduct a review of director’s compensation and also the compensation program, benefits
and long term equity plans for our named executive officers.
Executive Compensation
Philosophy
. Our executive compensation philosophy is to design, maintain, and offer an executive compensation program
that enables the Company to attract, develop and retain strong executive officers capable of maximizing the Company’s performance
for the benefit of its stockholders. We provide competitive compensation opportunities that are aligned with the Company’s
financial performance and the generation of value for stockholders through stock-price appreciation. The Company’s focus
is on retaining and motivating key executives, and maintaining profitability, asset quality and loan growth, while aggressively
controlling expenses.
Regulatory
Impact on Compensation
. As a publicly-traded financial institution, the Company must contend
with several often overlapping layers of regulations when considering and implementing compensation-related decisions. These regulations
do not set specific parameters within which compensation decisions must be made, but do require the Company and the Compensation
Committee to be mindful of the risks that often go hand-in-hand with compensation programs designed to incentivize the achievement
of better-than-average performance. While the regulatory focus on risk assessment has been heightened over the last several years,
the incorporation of general concepts of risk assessment in our compensation decisions is not a recent development.
The Compensation Committee
continues to believe in and practices a sensible approach to balancing risk-taking and rewarding reasonable, but not necessarily
easily attainable, goals and this has always been a component of its overall assessment of the compensation plans, programs and
arrangements it has put in place for the Company’s named executive officers. The Compensation Committee believes the Company
has adequate policies and procedures in place to balance and control any risk-taking that may be incentivized by the employee
compensation plans. The Compensation Committee further believes that such policies and procedures will work to limit the risk
that any employee would manipulate reported earnings in an effort to enhance his or her compensation.
In making decisions
about executive compensation, in addition to the foregoing, we also consider the impact of other regulatory provisions, including:
the provisions of Code Section 162(m) that may limit the tax deductibility of certain compensation unless it is considered performance-based;
Code Section 409A regarding nonqualified deferred compensation; and Code Sections 4999 and 280G regarding excise taxes and deduction
limitations on golden parachute payments made in connection with a change in control. In making decisions about executive compensation,
we also consider how various elements of compensation will impact our financial results.
Prior Year’s
Say-on-Pay Vote
. At the Company’s 2015 annual meeting of stockholders, our stockholders overwhelmingly approved,
in a non-binding advisory vote required pursuant to Section 14A of the Exchange Act, the compensation paid to our
named executive officers disclosed in the definitive proxy statement for our 2015 annual meeting of stockholders. Other than
this approval, we received no specific feedback from our stockholders concerning our executive compensation program during the
past year. The Compensation Committee considered this approval a reflection of the stockholders’ favorable view of our compensation
program. The Compensation Committee did not specifically rely on the results of the vote in making any compensation-related decisions
during 2015.
Compensation
Components
. Our annual compensation packages to executive officers are comprised of four key elements: base salary, benefits,
annual incentive compensation and long-term incentives. The Compensation Committee does not use strict numerical formulas to determine
changes in compensation for the
Company’s Chief Executive Officer,
other executive officers or directors, but rather, the Compensation Committee weighs a variety of different factors in its deliberations.
Such factors include emphasis on the profitability and scope of our operations, the experience and expertise and management skills
of the executive officers and their roles, as well as on occasion utilizing outside compensation surveys to determine future compensation.
2015 Compensation
.
The following table sets forth for the years ended December 31, 2015 and 2014 certain information as to the total remuneration
paid by us to P. David Kuhl, who serves as our President and Chief Executive Officer; and William D. Barlow, Lisa R. Fowler, and
Darlene F. McDonald who were our three other most highly compensated executive officers at the end of 2015 who received total
compensation in excess of $100,000 (collectively referred to in this Form 10-K/A as the “named executive officers”).
For a narrative description of information included in this table, please see the discussion in this Form 10-K/A below.
SUMMARY
COMPENSATION TABLE
|
Name
and Principal
Position
|
|
Year
|
|
|
Salary
($)
|
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
|
All
Other
Compensation
($)
|
|
|
Total
($)
|
|
P. David Kuhl
|
|
|
2015
|
|
|
|
288,289
|
|
|
|
95,115
|
|
|
|
29,911
|
(1)
|
|
|
413,315
|
|
President and Chief Executive Officer
|
|
|
2014
|
|
|
|
280,596
|
|
|
|
79,579
|
|
|
|
30,682
|
|
|
|
390,857
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William D. Barlow
|
|
|
2015
|
|
|
|
205,342
|
|
|
|
42,298
|
|
|
|
21,231
|
(2)
|
|
|
268,871
|
|
Executive Vice President and Chief Lending Officer
|
|
|
2014
|
|
|
|
204,672
|
|
|
|
24,187
|
|
|
|
20,331
|
|
|
|
249,190
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lisa R. Fowler
|
|
|
2015
|
|
|
|
168,927
|
|
|
|
32,897
|
|
|
|
11,914
|
(3)
|
|
|
213,738
|
|
Executive Vice President and Chief Credit Officer
|
|
|
2014
|
|
|
|
168,380
|
|
|
|
26,643
|
|
|
|
12,278
|
|
|
|
207,301
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Darlene F. McDonald
|
|
|
2015
|
|
|
|
170,439
|
|
|
|
36,791
|
|
|
|
12,085
|
(4)
|
|
|
219,315
|
|
Executive Vice President and Chief Financial Officer
|
|
|
2014
|
|
|
|
169,393
|
|
|
|
29,226
|
|
|
|
11,294
|
|
|
|
209,913
|
|
|
(1)
|
For
2015, includes $13,363 in Company contributions to Mr. Kuhl’s 401(k) plan account,
$8,400 in automobile allowance, $7,116 in country club dues paid on his behalf, and $1,032
in life and disability insurance premiums.
|
|
(2)
|
For
2015, includes $13,046 in Company contributions to Mr. Barlow’s 401(k) plan account,
$7,116 in country club dues paid on his behalf, and $1,069 in life and disability insurance
premiums.
|
|
(3)
|
For
2015, includes $10,935 in Company contributions to Ms. Fowler’s 401(k) plan account,
and $979 in life and disability insurance premiums.
|
|
(4)
|
For
2015, includes $11,103 in Company contributions to Ms. McDonald’s 401(k) plan account,
and $982 in life and disability insurance premiums.
|
Base Salaries
.
Base salaries and changes to base salaries reflect a variety of factors, including the results of the review of the competitiveness
of the total compensation program, by an independent compensation consultant (which occurs every two years and last occurred in
2014) the individual’s performance and contribution to our long-term strategic goals, performance targets, our financial
performance and other relevant factors.
Cash Bonuses
under Our Annual Incentive Compensation Program
.
Our annual incentive compensation program is structured
to reward individual participants, with the objective of driving financial performance. Under this program during 2015, Messrs.
Kuhl and Barlow and Mses. Fowler and McDonald had the potential to earn a percentage ranging from 15% to 50% of their annual
salaries. Annual incentive targets are established based on job level. During 2015, Mr. Kuhl’s incentive payout target was
25% of annual salary, Mr. Barlow’s incentive payout target was 15% of annual salary, Ms. Fowler’s incentive payout
target was 15% of annual salary, and Ms. McDonald’s incentive payout target was 15% of annual salary.
The amount of the
bonuses paid for 2015 under the incentive compensation program are included in the Summary Compensation Table in the column labeled
“Non-Equity Incentive Plan Compensation.” The amount of the bonuses payable upon attaining the threshold, target and
maximum achievement levels are included in the Estimated Future Payouts Under Non-Equity Incentive Plan Awards table below.
Prior to the beginning
of each calendar year, the Compensation Committee determines the specific financial goals that our named executive officers must
achieve in order to earn a bonus. The financial goals are different for each officer, and in 2015 the goals consisted of the following
financial metrics:
Performance
Measure
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
Commercial Loan Portfolio Balance
|
|
$
|
281,502,899
|
|
|
$
|
312,780,999
|
|
|
$
|
344,059,099
|
|
Loan Portfolio Balance
|
|
$
|
401,784,405
|
|
|
$
|
446,427,117
|
|
|
$
|
535,712,540
|
|
Net Income
|
|
$
|
4,160,751
|
|
|
$
|
4,601,789
|
|
|
$
|
5,100,000
|
|
Mortgage Loan Gains
|
|
$
|
680,777
|
|
|
$
|
1,001,195
|
|
|
$
|
1,101,315
|
|
Return on Average Equity
|
|
|
5.00
|
%
|
|
|
5.54
|
%
|
|
|
6.65
|
%
|
Net Interest Margin Ratio
|
|
|
3.00
|
%
|
|
|
3.03
|
%
|
|
|
3.50
|
%
|
Investment Portfolio Yield
|
|
|
1.83
|
%
|
|
|
2.03
|
%
|
|
|
2.44
|
%
|
Credit Quality
|
|
|
1.60
|
%
|
|
|
1.50
|
%
|
|
|
1.25
|
%
|
Total Bank Salaries and Benefits
|
|
|
37.58
|
%
|
|
|
36.15
|
%
|
|
|
32.41
|
%
|
No award is paid if
actual results are below the threshold level. For 2015, the Compensation Committee selected the following performance measures,
as described above, for each officer as follows:
(1) P. David Kuhl: Loan Portfolio
Balance; Net Income; Return on Average Equity; Net Interest Margin Ratio; Credit Quality; and Total Bank Salaries and Benefits.
(2) William Barlow: Commercial
Loan Portfolio Balance; Net Income; Mortgage Loan Gains; Net Interest Margin Ratio; Credit Quality; and Total Bank Salaries and
Benefits.
(3) Lisa Fowler: Net Income;
Net Interest Margin Ratio; Credit Quality; Total Bank Salaries and Benefits; and Compliance Reporting Accuracy.
(4) Darlene McDonald: Net Income;
Return on Average Equity; Investment Portfolio Yield; Total Bank Salaries and Benefits; and SEC Reporting Accuracy.
Measurement and payment
of any cash bonus occurs after the end of the calendar year when the actual performance results become known and can be reviewed
by the Compensation Committee.
Plan-Based Awards
.
Our annual incentive compensation program includes performance goals at a threshold, target and maximum achievement level,
with the potential award increasing accordingly. No payments will be made to an officer under the program if actual performance
does not exceed the threshold performance goals. Above the threshold level, payouts under the program will be made to an officer
on a sliding scale depending upon the level by which the actual performance exceeds the threshold assigned to that officer. The
performance goals are interpolated for achievement in between the break points. No payout will occur unless there is a satisfactory
audit and satisfactory individual performance evaluation.
The following table
sets forth the threshold, target and maximum award payouts that were established during 2015 for the named executive officers
under the terms of our annual incentive compensation program for 2016 performance.
|
|
Estimated
Future Payouts Under Non-Equity Incentive Plan Awards
|
|
Name
|
|
Grant Date
|
|
Threshold
($)
|
|
|
Target
($)
|
|
|
Maximum
($)
|
|
P. David Kuhl
|
|
(1)
|
|
|
—
|
|
|
|
71,250
|
|
|
|
142,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William D. Barlow
|
|
(1)
|
|
|
—
|
|
|
|
31,350
|
|
|
|
62,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lisa R. Fowler
|
|
(1)
|
|
|
—
|
|
|
|
25,800
|
|
|
|
51,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Darlene F. McDonald
|
|
(1)
|
|
|
—
|
|
|
|
25,950
|
|
|
|
51,900
|
|
|
(1)
|
On an annual basis, Messrs. Kuhl and Barlow and Mses. Fowler
and McDonald are eligible to receive incentive cash bonuses under our incentive compensation
program.
|
401(k) Plan
.
We maintain a 401(k) plan, which is a tax-qualified, retirement plan with a salary-deferral feature under Section 401(k) of the
Internal Revenue Code. All employees who complete 90 days of employment and whom are scheduled to work at least 1,000 hours are
eligible to participate, including our named executive officers.
Under the 401(k) Plan,
participants are permitted to make salary reduction contributions up to the maximum percentage of compensation and dollar amounts
permissible under the Internal Revenue Code. All employee contributions and earnings thereon are fully and immediately vested.
The profit sharing contribution to the plan is determined by the Board of Directors and, for 2015, was set at 3% of gross earnings
through December 31, 2015. The 401(k) component of the plan allows participants to defer a portion of their compensation up to
50%. Such deferrals accumulate on a tax-deferred basis until the employee withdraws the funds. We match the employee contributions
to the 401(k) plan up to 3% of compensation.
Supplemental
401(k) Plan
. We maintain the First Clover Leaf Supplemental 401(k) Plan for eligible participates including our named
executive officers to provide them with an opportunity to defer amounts that have been excluded from our 401(k) Plan pursuant
to the limitations imposed by the Internal Revenue Code.
Equity Compensation
.
We currently have no equity-based compensation plans.
Benefits upon Termination or a Change
in Control
Employment Agreement
– Mr. Kuhl
.
We have entered into an employment agreement with P. David Kuhl, our President and
Chief Executive Officer. The agreement became effective as of October 7, 2013 and was amended effective September 1, 2015. The
amended agreement has an initial term through December 31, 2017. Beginning January 1, 2017 the term of the agreement may be extended
for an additional 12 months, provided that the Board will, at least one month before such extension, conduct a comprehensive performance
evaluation and review of Mr. Kuhl for purposes of determining whether to extend the agreement. Following the occurrence of
a change in control, the Agreement shall remain in effect for two years and shall then terminate. Under the agreement, Mr. Kuhl
is entitled to a minimum annual base salary of $285,000, which amount may be increased but not decreased (except due to a decrease
generally applicable to all employees), and target annual cash performance bonuses of 25% of base salary (with a maximum bonus
of 50% of base salary). In addition to the base salary and performance bonus, Mr. Kuhl’s agreement provides for participation
in retirement plans and other employee and fringe benefits applicable to executive personnel, including a monthly automobile allowance
of $700.
Under Mr. Kuhl’s
employment agreement, if his employment is involuntarily terminated by us (other than for cause, death or disability) or is terminated
by him for good reason, in each as defined in the agreement, we will be obligated to pay him a lump sum equal to the remaining
base salary that he would have earned if he continued his employment for the remainder of the then-current term (but in no event
less than one times his then current base salary) plus one times the average of the cash bonuses that he earned during the three
years immediately before such termination; and Mr. Kuhl would also be entitled to one year of employer-paid group health
care continuation coverage. In the event such termination occurs within the period beginning with approval of a change in control
by our Board or the First Clover Leaf Bank Board, and ending 24 months following a change in control, Mr. Kuhl’s lump sum
payment will be $660,000 plus the amount of any unvested contributions to the 401(k) Plan. All severance payments to which Mr. Kuhl
may be entitled under his employment agreement are subject to reduction to the extent necessary to avoid an excess parachute payment
under Internal Revenue Code Section 280G.
Mr. Kuhl’s
employment agreement also provides that, following termination of his employment (other than a termination without cause or a
termination for good reason), he may not for a period of one year compete with us, solicit any of our employees to leave their
employment, or solicit the business of any of our customers or clients.
Employment Agreement
– Mr. Barlow
.
We have entered into an employment agreement with William D. Barlow,
our Executive Vice President and Chief Lending Officer. The agreement became effective as of August 19, 2011 and was
amended effective September 24, 2013. The agreement has a term of 12 months and may be extended for an additional 12
months as of each August 19, provided that the Board will, at least 60 days before such extension, conduct a comprehensive performance
evaluation and review of Mr. Barlow for purposes of determining whether to extend the agreement. The agreement was last
extended August 19, 2015. Under the agreement, Mr. Barlow is entitled to a minimum annual base salary of $198,640. The base
salary may be increased but not decreased. In addition to the base salary, the agreement provides for participation in retirement
plans and other employee and fringe benefits applicable to executive personnel.
Under Mr. Barlow’s
employment agreement, if his employment is involuntarily terminated by us (other than for cause, death or disability) or is terminated
by him for good reason, in each case as defined in the agreement, we will be obligated to pay him a lump sum equal to the value
of his base salary, bonus and benefits for 12 months (or 18 months if such termination occurs in connection with a change in control),
Mr. Barlow will likewise be entitled to a lump sum payment equal to the value of his base salary, bonus and benefits for 18 months
if he resigns for any reason within the period beginning with approval of a change in control by our Board or the First Clover
Leaf Bank Board, and ending 90 days following a change in control. Any payments resulting from a termination in connection with
a a change in control are subject to reduction to the extent necessary to avoid an excess parachute payment under Internal Revenue
Code Section 280G. In the event of Mr. Barlow’s disability, we may terminate his employment agreement provided that
we will be obligated to pay his base salary for the remainder of the term of the agreement, reduced by any disability benefits
paid to him pursuant to any disability insurance program maintained by us. In the event of Mr. Barlow’s death during
the term of the agreement, we will pay his base salary to his named beneficiaries for the remaining term of the agreement.
Mr. Barlow’s
employment agreement also provides that, following termination of his employment for reasons other than death, change in control,
or non-renewal of the agreement, he will not compete with us for a period of one year. The agreement provides further that, following
termination of Mr. Barlow’s employment for any reason, he will not for a period of one year, solicit any of our employees
to leave their employment, or solicit the business of any of our customers or clients.
Salary Continuation
Agreement – Mr. Barlow
.
We have entered into a salary continuation agreement with William D. Barlow,
our Executive Vice President and Chief Lending Officer, effective July 1, 2014. The agreement provides for a salary continuation
benefit to be payable to Mr. Barlow in the case of his separation from service. Generally, the amount of the benefit payable varies
depending on the circumstances surrounding his separation from service.
Separation After
Normal Retirement Age; Death; Disability.
Under the agreement, if Mr. Barlow has a separation from service following attainment
of age 65, he will be entitled to an annual benefit of $58,000 payable in equal monthly installments for a period of 10 years.
In the event of Mr. Barlow’s disability prior to attaining age 65, he will be entitled to an annual benefit equal to his
then accrued benefit (as determined under GAAP) in equal monthly installments for a period of 10 years. If Mr. Barlow dies prior
to commencement of benefit payments under the agreement, his beneficiary will be entitled to an annual benefit of $58,000 payable
in equal monthly installments for 10 years. However, if Mr. Barlow dies while already receiving payments under the agreement,
his beneficiary will be entitled to continue to receive the same amounts that Mr. Barlow would have received had he survived.
Separation Prior
to Normal Retirement Age Not Related to a Change in Control.
Upon a separation from service prior to age 65, where the separation
is not within 24 months following a change in control, Mr. Barlow is entitled to the vested portion of his then accrued benefit
(as determined under GAAP) payable in equal monthly installments for a period of 10 years. Mr. Barlow is subject to a five-year
graded vesting schedule pursuant to which he will become vested in 20% of the accrued benefit per year beginning in 2019 and ending
in 2023.
Separation Prior
to Normal Retirement Age Following a Change in Control
. If Mr. Barlow has a separation from service within 24 months of a
change in control, he will be entitled to a benefit payable in equal monthly installments for a period of 10 years. The amount
of the benefit payable to Mr. Barlow will depend on the circumstances surrounding his separation from service. If Mr. Barlow’s
employment is involuntarily terminated by us without cause or he resigns for good reason, each as described in the agreement,
we will be obligated to pay him an annual benefit of $58,000 payable in equal monthly installments for a period of 10 years. In
the event of Mr. Barlow’s voluntary termination within 24 months of a change in control, we will be obligated to pay him
the then accrued benefit (as determined under GAAP) payable in equal monthly installments for a period of 10 years.
Mr. Barlow’s
salary continuation agreement also provides that, following termination of his employment for reasons other than death, change
in control, or non-renewal of his employment agreement, he will not compete with us for a period of one year. The agreement provides
further that, as a condition of receiving any payment or benefit under the agreement, he will not for a period of one year following
his termination, solicit any of our employees to leave their employment, or solicit the business of any of our customers or clients.
Employment Agreement
– Ms. Fowler
.
We have entered into an employment agreement with Lisa R. Fowler, our Executive
Vice President and Chief Credit Officer. The agreement became effective in July 2006 and was amended in January 2008, November
2011, and September 2013. The agreement has a term of 12 months and may be extended for an additional 12 months as of each
January 1st, provided that the Board will, at least 60 days before such extension, conduct a comprehensive performance evaluation
and review of Ms. Fowler for purposes of determining whether to extend the agreement. The agreement was last extended
January 1, 2016. Under the agreement, Ms. Fowler is entitled to a minimum annual base salary of $163,446. The base salary
may be increased but not decreased except due to a decrease generally applicable to all employees. In addition to the base salary,
the agreement provides for participation in retirement plans and other employee and fringe benefits applicable to executive personnel.
Under Ms. Fowler’s
employment agreement, if her employment is involuntarily terminated by us (other than for cause, death or disability) or is terminated
by her for good reason, in each case as defined in the agreement, we will be obligated to pay her a lump sum equal to the value
of her base salary, bonus and benefits for 12 months (or 18 months if such termination occurs in connection with a change in control),
subject to reduction to the extent necessary to avoid an excess parachute payment under Internal Revenue Code Section 280G. In
the event of Ms. Fowler’s disability, we may terminate her employment agreement provided that we will be obligated
to pay her base salary for the remainder of the term of the agreement, reduced by any disability benefits paid to her pursuant
to any disability insurance program maintained by us. In the event of Ms. Fowler’s death during the term of the agreement,
we will pay her base salary to her named beneficiaries for the remaining term of the agreement.
Ms. Fowler’s
employment agreement also provides that, following termination of her employment for any reason, she will not for a period of
two years, solicit any of our employees to leave their employment, or solicit the business of any of our customers or clients.
Salary Continuation
Agreement – Ms. Fowler
.
We have entered into a salary continuation agreement with Lisa R. Fowler,
our Executive Vice President and Chief Credit Officer, effective July 1, 2014. The agreement provides for a salary continuation
benefit to be payable to Ms. Fowler in the case of her separation from service. Generally, the amount of the benefit payable varies
depending on the circumstances surrounding her separation from service.
Separation After
Normal Retirement Age; Death; Disability.
Under the agreement, if Ms. Fowler has a separation from service following attainment
of age 65, she will be entitled to an annual benefit of $42,000 payable in equal monthly installments for a period of 10 years.
In the event of Ms. Fowler’s disability prior to attaining age 65, she will be entitled to an annual benefit equal to her
then accrued benefit (as determined under GAAP) in equal monthly installments for a period of 10 years. If Ms. Fowler dies prior
to commencement of benefit payments under the agreement, her beneficiary will be entitled to an annual benefit of $42,000 payable
in equal monthly installments for 10 years. However, if Ms. Fowler dies while already receiving payments under the agreement,
her beneficiary will be entitled to continue to receive the same amounts that Ms. Fowler would have received had she survived.
Separation Prior
to Normal Retirement Age Not Related to a Change in Control.
Upon a separation from service prior to age 65, where the separation
is not within 24 months following a change in control, Ms. Fowler is
entitled to the vested portion of her
then accrued benefit (as determined under GAAP) payable in equal monthly installments for a period of 10 years. Ms. Fowler is
subject to a five-year graded vesting schedule pursuant to which she will become vested in 20% of the accrued benefit per year
beginning in 2019 and ending in 2023.
Separation Prior
to Normal Retirement Age Following a Change in Control
. If Ms. Fowler has a separation from service within 24 months of a
change in control, she will be entitled to a benefit payable in equal monthly installments for a period of 10 years. The amount
of the benefit payable to Ms. Fowler will depend on the circumstances surrounding her separation from service. If Ms. Fowler’s
employment is involuntarily terminated by us without cause or she resigns for good reason, each as described in the agreement,
we will be obligated to pay her an annual benefit of $42,000 payable in equal monthly installments for a period of 10 years. In
the event of Ms. Fowler’s voluntary termination within 24 months of a change in control, we will be obligated to pay her
the then accrued benefit (as determined under GAAP) payable in equal monthly installments for a period of 10 years.
Ms. Fowler’s
salary continuation agreement also provides that, as a condition of receiving any payment or benefit under the agreement, she
will not for a period of two years following her termination, solicit any of our employees to leave their employment, or solicit
the business of any of our customers or clients.
Employment
Agreement – Ms. McDonald.
We have entered into an employment agreement with Darlene F. McDonald, our Executive
Vice President and Chief Financial Officer. The agreement became effective in July 2006. The agreement has a term of 12
months and may be extended for an additional 12 months as of each July 10th, provided that the Board will, at least 60 days
before such extension, conduct a comprehensive performance evaluation and review of Ms. McDonald for purposes of
determining whether to extend the agreement. The agreement was last extended January 10, 2015. Under the agreement,
Ms. McDonald is entitled to a minimum annual base salary of $91,000. The base salary may be increased but not decreased
except due to a decrease generally applicable to all employees. In addition to the base salary, the agreement provides for
participation in retirement plans and other employee and fringe benefits applicable to executive personnel.
Under Ms McDonald’s
employment agreement, if her employment is involuntarily terminated by us (other than for cause, death or disability) or is terminated
by her for good reason, in each case as defined in the agreement, we will be obligated to pay her a lump sum equal to the value
of her base salary, bonus and benefits for 12 months (or 18 months if such termination occurs in connection with a change in control),
subject to reduction to the extent necessary to avoid an excess parachute payment under Internal Revenue Code Section 280G. In
the event of Ms. McDonald’s disability, we may terminate her employment agreement provided that we will be obligated
to pay her base salary for the remainder of the term of the agreement, reduced by any disability benefits paid to her pursuant
to any disability insurance program maintained by us. In the event of Ms. McDonald’s death during the term of the agreement,
we will pay her base salary to her named beneficiaries for the remaining term of the agreement.
Ms. McDonald’s
employment agreement also provides that, following termination of her employment for any reason, she will not for a period of
two years, solicit any of our employees to leave their employment, or solicit the business of any of our customers or clients.
Salary Continuation
Agreement – Ms. McDonald
.
We have entered into a salary continuation agreement with Darlene F. McDonald, our Executive
Vice President and Chief Financial Officer, effective July 1, 2014. The agreement provides for a salary continuation benefit to
be payable to Ms. McDonald in the case of her separation from service. Generally, the amount of the benefit payable varies depending
on the circumstances surrounding her separation from service.
Separation After
Normal Retirement Age; Death; Disability.
Under the agreement, if Ms. McDonald has a separation from service following attainment
of age 65, she will be entitled to an annual benefit of $42,000 payable in equal monthly installments for a period of 10 years.
In the event of Ms. McDonald’s disability prior to attaining age 65, she will be entitled to an annual benefit equal to
her then accrued benefit (as determined under GAAP) in equal monthly installments for a period of 10 years. If Ms. McDonald dies
prior to commencement of benefit payments under the agreement, her beneficiary will be entitled to an annual benefit of $42,000
payable in equal monthly installments for 10 years. However, if Ms. McDonald dies while already receiving payments under the
agreement, her beneficiary will be entitled
to continue to receive the same amounts that Ms. McDonald would have received had she survived.
Separation Prior
to Normal Retirement Age Not Related to a Change in Control.
Upon a separation from service prior to age 65, where the separation
is not within 24 months following a change in control, Ms. McDonald is entitled to the vested portion of her then accrued benefit
(as determined under GAAP) payable in equal monthly installments for a period of 10 years. Ms. McDonald is subject to a five-year
graded vesting schedule pursuant to which she will become vested in 20% of the accrued benefit per year beginning in 2019 and
ending in 2023.
Separation Prior
to Normal Retirement Age Following a Change in Control
. If Ms. McDonald has a separation from service within 24 months of
a change in control, she will be entitled to a benefit payable in equal monthly installments for a period of 10 years. The amount
of the benefit payable to Ms. McDonald will depend on the circumstances surrounding her separation from service. If Ms. McDonald’s
employment is involuntarily terminated by us without cause or she resigns for good reason, each as described in the agreement,
we will be obligated to pay her an annual benefit of $42,000 payable in equal monthly installments for a period of 10 years. In
the event of Ms. McDonald’s voluntary termination within 24 months of a change in control, we will be obligated to pay her
the then accrued benefit (as determined under GAAP) payable in equal monthly installments for a period of 10 years.
Ms. McDonald’s
salary continuation agreement also provides that, as a condition of receiving any payment or benefit under the agreement, she
will not for a period of two years following her termination, solicit any of our employees to leave their employment, or solicit
the business of any of our customers or clients.
Resignation
of Mr. Barlow
.
On April 26, 2016, First Clover Leaf announced that Mr. Barlow will be resigning from his employment effective on
May 5, 2016. Effective as of May 5, 2016, the parties intend to execute a Separation and Release Agreement setting forth the terms
of Mr. Barlow’s departure from the Bank. Under the Separation and Release Agreement, Mr. Barlow will receive, among
other things, a lump sum payment in the amount of $525,000. Mr. Barlow will be entitled to continue receiving group health coverage
under First Clover Leaf’s group health plan, to the extent required under COBRA. Mr. Barlow will continue to be eligible
to receive his vested benefits under First Clover Leaf’s tax-qualified pension plans, subject to and in accordance with
the terms of each such plan. Except for the foregoing, Mr. Barlow will not be entitled to other benefits under his Employment
Agreement or Salary Continuation Agreement. Through May 5, 2017, Mr. Barlow will be subject to restrictive covenants
with respect to his ability to compete with, or solicit employees, customers or clients of, First Clover Leaf or the Bank.
Benefits due
upon Termination Table.
The following table sets forth the potential incremental payments payable to each of the individuals
named in the Summary Compensation Table upon certain terminations of employment, assuming the termination occurred on December 31, 2015.
No incremental payments
would be payable to any of the applicable individuals in the event of a voluntary termination, a termination by the employer for
“cause,” or a change in control where no termination occurred.
Name
|
|
Benefit
|
|
Involuntary
Termination
(1)
– No Change
in Control
($)
|
|
|
Involuntary
Termination –
Change in
Control
(2)(3)
($)
|
|
|
Voluntary
Termination –
Change in
Control
(3)
($)
|
|
|
Termination
Due to Death
($)
|
|
|
Termination
Due to
Disability
($)
|
|
P. David Kuhl
|
|
Cash Severance
|
|
|
657,347
|
|
|
|
660,000
|
|
|
|
0
|
|
|
|
95,115
|
|
|
|
0
|
|
|
|
Medical
|
|
|
8,663
|
|
|
|
8,663
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
Total
(5)
|
|
|
666,010
|
|
|
|
668,663
|
|
|
|
0
|
|
|
|
95,115
|
|
|
|
0
|
|
William D. Barlow
|
|
Cash Severance
|
|
|
284,290
|
|
|
|
426,360
|
|
|
|
426,360
|
|
|
|
126,875
|
|
|
|
50,750
|
|
|
|
Salary Continuation Payments
(4)
|
|
|
0
|
|
|
|
58,000
|
|
|
|
6,767
|
|
|
|
58,000
|
|
|
|
6,767
|
|
|
|
Total
(5)
|
|
|
284,290
|
|
|
|
426,360
|
|
|
|
426,360
|
|
|
|
126,875
|
|
|
|
50,750
|
|
Lisa R. Fowler
|
|
Cash Severance
|
|
|
233,920
|
|
|
|
350,880
|
|
|
|
0
|
|
|
|
167,000
|
|
|
|
66,800
|
|
|
|
Salary Continuation Payments
(4)
|
|
|
0
|
|
|
|
42,000
|
|
|
|
2,161
|
|
|
|
42,000
|
|
|
|
2,161
|
|
|
|
Total
(5)
|
|
|
233,920
|
|
|
|
350,880
|
|
|
|
0
|
|
|
|
167,000
|
|
|
|
66,800
|
|
Darlene F. McDonald
|
|
Cash Severance
|
|
|
235,280
|
|
|
|
352,920
|
|
|
|
0
|
|
|
|
84,000
|
|
|
|
33,600
|
|
|
|
Salary Continuation Payments
(4)
|
|
|
0
|
|
|
|
42,000
|
|
|
|
2,914
|
|
|
|
42,000
|
|
|
|
2,914
|
|
|
|
Total
(5)
|
|
|
235,280
|
|
|
|
352,920
|
|
|
|
0
|
|
|
|
84,000
|
|
|
|
33,600
|
|
|
(1)
|
In the case of Mr. Kuhl, an “involuntary termination”
generally includes a termination by the employer without “cause” or by the
executive for “good reason,” in each case as described in his employment
agreement. In the case of our other named executive officers, an “involuntary termination”
is referring to a termination, other than as a result of disability or death, prior to
attaining age 65.
|
|
(2)
|
An “involuntary termination” generally includes a termination
by the employer without “cause” or by the executive for “good reason,”
in each case as described in the applicable employment agreement.
|
|
(3)
|
Payments due in connection with a change in control are subject
to reduction to the extent necessary to avoid an excess parachute payment under Code
Section 280G.
|
|
(4)
|
Salary continuation payments reflect the annual amount to be paid
to the executive over a 10 year period.
|
|
(5)
|
Totals do not include the annual salary continuation payments,
if any, due to the Executive.
|
|
(6)
|
As of April 26, 2016, Mr. Barlow announced his intention
to resign his employment with the Company, effective May 5, 2016.
|
Director Compensation
The following table
sets forth for the year ended December 31, 2015 certain information as to the total remuneration we paid to our directors. Messers.
Kuhl and Terry did not receive compensation for their service as director.
Name
|
|
Fees
earned
or paid in
cash ($)
|
|
|
All
Other
Compensation
|
|
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph J. Gugger
|
|
|
28,500
|
|
|
|
|
|
|
|
28,500
|
|
Mona Haberer
|
|
|
24,800
|
|
|
|
|
|
|
|
24,800
|
|
Kenneth Highlander
|
|
|
28,200
|
|
|
|
|
|
|
|
28,200
|
|
Gary D. Niebur
|
|
|
25,600
|
|
|
|
|
|
|
|
25,600
|
|
Gerard A. Schuetzenhofer
|
|
|
36,000
|
|
|
|
|
|
|
|
36,000
|
|
Joseph Stevens
|
|
|
25,650
|
|
|
|
|
|
|
|
25,650
|
|
Dennis M. Terry
|
|
|
0
|
|
|
|
207,316
|
(1)
|
|
|
207,316
|
|
Mary Westerhold
|
|
|
27,300
|
|
|
|
|
|
|
|
27,300
|
|
|
(1)
|
For 2015, includes $153,580 in salary, $29,065 in incentives
earned based on the generation of new loans, $11,254 in Company contributions to Mr.
Terry’s 401(k) plan account, $8,077 in automobile allowance, and $5,340 in country
club dues paid on his behalf.
|
Director Deferred
Fee Plan
.
We maintain a non-qualified director deferred fee plan, under which directors may elect to defer
receipt of their director fees until termination of service on the Board. Payments are made in a lump sum or monthly, quarterly
or annual installments, as elected by the director at the time of deferral. Upon a director’s death, the director’s
deferred account is paid as a lump sum. During 2015, four directors deferred fees. The aggregate amount owed to directors under
the Plan is $819,086.
We pay no fees for
service on the Board of Directors of First Clover Leaf Financial Corp. or Board committees. However, each of the individuals who
currently serve as one of our directors also serves as a director of First Clover Leaf Bank and earns fees in that capacity. First
Clover Leaf Bank pays the Chairman of the Board a fee of $36,000 annually. Each other director receives a monthly retainer of
$1,000, and a $1,000 fee for each scheduled meeting they attend. First Clover Leaf Bank pays each non-employee Board member $100
for attendance at meetings of the Compliance, Financial, Building and Insurance, and Executive Committees. A $200 fee is paid
to each non-employee Board member for attendance at meetings of the Compensation Committee, and a $250 fee is paid to each non-employee
Board member for attendance at meetings of the Audit Committee. The Audit Committee Chairman receives a fee of $250 for attendance
at the Audit Committee Meeting. The Compensation Committee Chairman and Loan Committee Chairman receive a fee of $200 and $150
respectively for attendance at their respective meetings. The Chairmen of the Compliance, Financial, Building and Insurance, and
Executive Committees all receive a $100 fee for attendance at their respective meetings. First Clover Leaf Bank paid fees totaling
$197,233 to the board members of First Clover Leaf Financial Corp. who sat on the board of First Clover Leaf Bank for the year
ended December 31, 2015. In addition, $1,183 in fees were paid for the services of the Corporate Secretary.