Director compensation for 2011

In case you didn’t have time to look at the DEF 14A 

It’s on page 15.

Compensation of Directors

Each director of the Corporation who is also a director of Citizens Bank and who is not an employee of the Corporation or Citizens Bank received a $200 fee for each Board meeting of the Corporation attended in 2011 and $150 fee for each Board Committee meeting of the Corporation attended in 2011. Each director of the Corporation was also a director of Citizens Bank during 2011. In addition, in 2011, each non-employee director of the Corporation was awarded a grant of 4,000 stock options. The options vest over three years at a rate of one-third per year, have an exercise price of $1.53 (the average of the low and high price on grant date) and expire on December 31, 2021.

During 2011, each director of Citizens Bank who is not also an employee was paid a retainer ($19,000 per annum) plus a fee for each Board and Committee meeting attended. Each director of Citizens Bank who is not also an employee, other than the Chairman of the Board, received a $200 fee for each Citizens Bank Board meeting and a $150 fee for each Committee meeting attended in 2011. The Chairman of the Board of Citizens Bank received a $300 fee for each Board meeting attended and a $200 fee for each Committee meeting attended in 2011. The Chairman of the Audit Committee received a $200 fee for each Audit Committee meeting attended in 2011.

PNBC/CFNB Director Compensation

            Name    Fees Earned or
Paid in
Cash
($)
     Option
Awards
($)1
     Total
($)
 
               (a)    (b)      (c)      (d)  
Gretta E. Bieber    $ 23,600       $ 3,600       $ 27,200   
Gary C. Bruce    $ 25,900       $ 3,600       $ 29,500   
Sharon L. Covert    $ 24,500       $ 3,600       $ 28,100   
John R. Ernat    $ 25,100       $ 3,600       $ 28,700   
Mark Janko    $ 14,350       $ 3,600       $ 17,950   
Cindy Kurkowski    $ 3,033       $ 900       $ 3,933   
Willard Lee2    $ 2,000       $ 0       $ 2,000   
Ervin Pietsch2    $ 650       $ 0       $ 650   
Stephen W. Samet    $ 30,550       $ 3,600       $ 34,150   
Craig O. Wesner    $ 35,000       $ 3,600       $ 38,600   
1  Represents the grant date fair value of 2011 option awards.
2  Director Pietsch retired in February 2011and Director Lee in August 2011.

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