Please wait
July 9,
2009
VIA
EDGAR, VIA FAX: 202-772-9208
Christian
Windsor
Special
Counsel
Division
of Corporation Finance
U.S.
Securities and Exchange Commission
100 F
Street, N.E.
Washington,
D.C. 20549-4561
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Re:
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First
Place Financial Corp.
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Form
10-K for Fiscal Year Ended June 30,
2008
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Dear Mr.
Windsor:
On behalf
of First Place Financial Corp. (the “Company”), this letter responds to comments
made by the Staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) regarding the above referenced Form 10-K in the Staff’s letter to
Mr. Steven R. Lewis dated June 23, 2009, which was provided by the Staff
following its review of our initial response letter dated June 10, 2009 (the
“Initial Response”). Set forth below are the Staff’s comments in bold
type, with each comment followed by the Company’s response. These
responses are provided to you as supplemental information.
Form 10-K for Fiscal Year
Ended June 30, 2008
Item
11. Executive Compensation, page 106
Compensation Discussion and
Analysis, page 101 of Prospectus Filed on October 8, 2008 Pursuant to Rule
424(b)(3)
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1.
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We note your
response to our comment 1 from our letter dated May 28, 2009 that the
company uses multiple peer groups from numerous sources and evaluates peer
group information qualitatively. However, on page 101 of your
prospectus filed pursuant to Rule 424(b)(3), you disclose that you
typically position base salary near the 50th percentile of a selected peer
group located in a similar geography. Please explain how you do
not use compensation data about other companies as a reference point on
which – either wholly or in party – to base, justify or provide a
framework for a compensation decision. Please also address peer
group analysis conducted for all elements of compensation, including
financial targets. Finally, please confirm that you will
include the component companies of any peer groups used to benchmark
compensation. Please refer to Item 402(b)(xiv) of Regulation
S-K and Compliance and Disclosure Interpretation
118.05.
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185
East Market Street● Warren, OH 44481●
330/373/1221● www.firstplacebank.com
Christian
Windsor
July 9,
2009
Page 2
Response: For purposes of
clarity, we have identified below each of the three principal comments contained
within the Staff’s Comment #1 above and provide a response for
each.
Staff Comment: Please explain how you do not use
compensation data about other companies as a reference point on which – either
wholly or in part – to base, justify or provide a framework for a compensation
decision.
Response: As
indicated in the Company’s Initial Response and as further explained during our
telephone conference on July 2, 2009, the Company’s Compensation Committee (the
“Committee”) reviews compensation data from multiple sources including
broad-based third-party national and regional compensation data surveys that may
not necessarily identify specific companies. The Committee uses this
data as multiple inputs for general purposes to better understand compensation
practices and not to specifically benchmark the compensation of the Company’s
named executive officers (“NEOs”) to that of peer companies. The
compensation data referenced by the Committee sometimes contains the names of
actual companies used to create the data and sometimes does
not. Based on our telephone conference with the Staff, the references
in the above identified Prospectus (the “2008 Prospectus”) to the terms
“benchmark”, “evaluation of peer groups” and similar terms and the use of
“50th
percentile” was well-intended but, in hindsight, used quantitative terms when
qualitative terms may have been more informative. In summary, the
multiple sources of data or inputs the Committee reviews are used to obtain a
general understanding of current compensation practices and not as specific
reference points or benchmarks to provide (in whole or in part) a general
framework for a compensation decision.
Staff
Comment: Please also address peer group
analysis conducted for all elements of compensation, including financial
targets.
Response: Similar
to our response above, references to peer group analysis in the 2008 Prospectus
were most likely stated in a more quantifiable nature than
intended. As indicated above, a general analysis referencing multiple
sources and inputs is conducted by the Committee but an in-depth or specific
peer group analysis of any elements of compensation is not performed by the
Committee.
Staff
Comment: Please confirm that you will include
the component companies of any peer groups used to benchmark
compensation.
Response: Similar
to the two responses above, the terms and concepts regarding peer groups and/or
benchmarks in the 2008 Prospectus are more quantifiable than had been intended
and are not intended to be used by the Committee as part of its compensation
analysis for fiscal year 2010. As such, the disclosure in the pending
proxy statement for the Company’s 2009 Annual Meeting of the Shareholders (the
“2009 Proxy Statement”) will be revised accordingly. In the event the
Committee elects to use specific peer groups to benchmark the compensation of
the NEOs (which is not contemplated at this time), the component companies will
be disclosed.
Christian
Windsor
July 9,
2009
Page 3
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2.
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We
note your response to our comment 2. It is unclear that the
disclosure of the performance targets in question would result in
competitive harm to the company. Please confirm that you will
disclose the targets in your future filings, to the extent that they were
used to determine the compensation of the named executive officers,
including any decision not to award incentive compensation due to failure
to meet targeted performance. Alternatively, please revise your
disclosure to analyze specifically how the company would be exposed to
confidential harm from the disclosure of the targets cited in your
response, when the disclosure would be made after the release of your
actual performance.
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Response: If the Committee
uses performance targets to determine the compensation of the NEOs in the
future, the Company will disclose the targets used to determine the compensation
of the NEOs for the applicable prior fiscal year (as is required by Item 402 of
Regulation SK).
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3.
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In
future filings, revise your Compensation Discussion and Analysis to
clarify the "informal and fluid" nature of your Committee’s process of
awarding incentive compensation. To the extent that the
Committee exercises its discretion to award compensation, please address
the factors considered by the Committee in determining to make such a
discretionary award and the size of the awards to each of the named
executives.
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Response: The Company’s future
filings will seek to clarify the informal and fluid nature of the Committee’s
process for awarding incentive compensation to the NEOs. Such
disclosure will describe the extent to which the Committee exercises discretion
in awarding incentive compensation and regarding adjustments to such awards
either up or down.
Exhibits
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4.
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We
note your response to our prior comment 4. Please tell us how
your Management Incentive Program is not a compensatory arrangement
relating to bonus or incentives in which any director or any of the named
executive officers of the registrant participates. If the
Program is such an arrangement and it is set forth in a formal document,
please confirm that you will file as an exhibit this document in future
filings. If the Program is not set forth in any formal
document, please confirm that you will file as an exhibit a written
description of this Program in future filings. See Item 601
(b)(10)(iii) of Regulation S- K.
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Response: For purposes of
clarity, we have identified below each of the three principal comments contained
within the Staff’s Comment #4 above and provide a response for
each.
Christian
Windsor
July 9,
2009
Page 4
Staff
Comment: Please tell us how your Management
Incentive Program is not a compensatory arrangement relating to bonus or
incentives which any director or any of the named executive offers of the
registrant participates.
Response: The
Management Incentive Program (the “Program”) is a discretionary program that may
or may not be implemented or activated during a given year. The
Committee can ignore the Program or change how the Program was implemented in
previous years using its discretion. The last NEO payment related to
the Program was made for Fiscal Year 2006 performance and there has not been
another payment since. For the Fiscal Year 2009 (which ended June 30,
2009), no targets were set by the Committee for the Program, no payments were
made under the Program and no documentation concerning the Program was provided
to the NEOs. In sum, the Program was not used to set any compensation
for Fiscal Year 2009 and was not a compensation arrangement. Further,
the Company anticipates that the Program will not be utilized for Fiscal Year
2010 (which began July 1, 2009). There are general guidelines related
to the Program which are referenced by the Committee if a payment is being
considered but neither the general guidelines nor a writing summarizing the
Program are distributed to the NEOs.
Staff
Comment: If
the Program is such an arrangement and it is set forth in a formal document,
please confirm that you will file as an exhibit this document in future
filings.
Response: Consistent
with the Company’s response immediately above, though Program guidelines are
provided to the members of the Committee, the Program has not been reduced to
writing in a formal document distributed to the NEOs and as such the Company
does not feel the Program is an arrangement set forth in a formal document that
would be able to be filed as an exhibit. However, the Company does
feel a written description could be filed as contemplated by the following Staff
Comment and corresponding response.
Staff
Comment: If
the Program is not set forth in any formal document, please confirm that you
will file as an exhibit a written description of the Program in future
filings.
Response: The
Company will file a written description of the Program in the future if a
payment is made to the NEOs under the Program.
Christian
Windsor
July 9,
2009
Page 5
If you
have any questions with respect to the foregoing, please contact the undersigned
at (330) 373-1221.
Thank you
for your attention to this filing. We look forward to hearing from
you shortly.
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Very
truly yours,
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/s/ David W. Gifford
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David
W. Gifford
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Chief
Financial Officer
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cc: Allicia
Lam
U.S.
Securities and Exchange Commission
Joseph G.
Passaic, Jr.
Kevin M.
Houlihan
Patton
Boggs LLP
