Retired Five Star Bank CEO Peter G. Humphrey will receive more than $2.85 million in cash, plus immediate access to stock options and restricted stock and title to his company car, under a newly signed contract with the bank, according to a regulatory filing Wednesday.
Humphrey, 56, retired abruptly on Monday as president and CEO of Warsaw-based Financial Institutions and its subsidiary, Five Star, after 35 years with the bank that his great-grandfather bought more than 160 years ago.
Humphrey, who had been CEO since 1994, was the fourth generation of his family to lead the company, which is now being run by its first non-family member, chairman and interim CEO John E. Benjamin.
But Humphrey, who will remain a director of the company, isn't walking away without a payout.
Under the terms of his "separation agreement" with the bank, he will get a lump-sum cash payment of $349,950 to be paid within 30 days, plus $1 million payable in 24 equal monthly installments, starting with the first regular pay period after Oct. 1.
He will also get $1.5 million, payable over 10 years in "substantially equivalent payments" starting Oct. 1, 2014, under a supplemental executive retirement agreement. And he will get the title, and therefore ownership, to his company car.
Those details were spelled out in a filing with the Securities and Exchange Commission.
Additionally, according to the filing, all outstanding stock options will immediately "vest" or become available for him to use - they're largely "underwater" right now - along with 4,525 shares of restricted stock that were granted on Feb. 15, valued at $78,826. And a portion of another 7,721 shares of restricted stock that were granted on Feb. 17 will become available after Dec. 31.
According to the bank's proxy statement, filed earlier this year, Humphrey owned 402,938 shares of the company, or 2.91 percent, as of March 14, 2012, and has a total of $713,679 in unvested restricted stock. Last year, Humphrey was paid $1.25 million, including a $420,347 salary, a $315,302 bonus, plus $217,083 in stock.
As part of the contract, Humphrey also agreed not to compete with the company within the state and any other area in which the bank does business for two years and not to solicit its clients, customers, vendors or employees for two years.
The company's stock closed down 17 cents, or nearly 1 percent, at $17.56 on Thursday.