Trading Day: Inside the SEC filings for 3.24.11

Apple REIT Ten
The local REIT closed on an $11 million purchase of a hotel in Winston-Salem, N.C. the deal was for a 94-room Hampton Inn & Suites hotel.

Community Bankers Trust Corp.
The holding company for Essex Bank appointed two new members to its board of directors: Glenn J. Dozier and S. Waite Rawls III.

Dozier previously worked for Riverstone Properties LLC, a local real estate management firm. He was also CFO of several companies including Charlottesville-based biotech firm Upstate Group, This End Up Furniture Company, Owens & Minor and AMF Companies.

Rawls, who has been president of the Museum of the Confederacy since 2004, previously worked for Continental Bank in Chicago and Chemical Bank in New York.

Both Rawls and Dozier each received 2,041 shares of the company’s stock at no cost as a retainer for their service to the board. Those shares are currently worth around $1.30 a piece.

Dominion Resources
Dominion is offering 14 million shares of its common stock at $44.64 per share in attempt to raise $624.96 million. It will use the proceeds of the offering for working capital.

Dynex Capital
The local REIT disclosed the base salaries paid to its top executives in 2010. Chairman and CEO Thomas Akin’s base salary was $300,000; Chief Investment Officer Byron Boston was paid a base of $275,000; and COO/CFO Stephen Benedetti received $236,000.

Dynex also said its board approved pay raises for these executives effective March 1. Akin and Boston will see their base salaries jump to $500,000 and Benedetti’s jumped to $350,000.

Jeffrey Childress, the company’s controller, also received 3,088 shares of Dynex stock as a performance bonus for 2010.

Dynex said it is offering 5 million shares of its common stock for $10.39 each in attempt to raise $51.95 million. It said it will use the proceeds of the offering to buy residential and commercial mortgage-backed securities.

Genworth Financial
Genworth named Martin Klein as its new CFO, effective May 11. He will officially join the company as a senior vice president on April 11 and will receive an annual base salary of $550,000. Klein, 51, previously served as a managing director of Barclays Capital and held various positions at Lehman Brothers. He will also receive a cash hiring bonus of $400,000 to be paid out over two years, 75,000 stock appreciation rights, 30,000 restricted stock units and a lump sum of $12,500 for relocation expenses.

The company’s interim CFO Patrick Kelleher will leave the post on May 11 to become head of the company’s retirement and protection segment.

Genworth also disclosed that it is working a $400 million debt offering and is expected to close March 25. Deutsche Bank Securities and Goldman, Sachs & Co. are the book-running managers for the offering and Credit Suisse Securities and U.S. Bancorp Investments are the co-managers. Genworth said it will use the proceeds for general corporate purposes.

Insmed
Insmed said its stock regained compliance with Nasdaq’s minimum price per share rule. The company fell out of compliance after the price of its stock fell below $1 per share for too many consecutive days. But since its recent acquisition of a New Jersey-based drug maker, Insmed’s stock price has steadily increased and closed at more than $1 per share for 10 consecutive days, bringing it back in line with the rule.

The company also said that its application to conduct a phase 3 clinical trial of its Arikace drug has been cleared by the Food and Drug Administration.

James River Coal
JRC said it intends to offer $125 million in convertible senior notes and a separate round of $250 million of senior notes to qualified institutional buyers. The company said it will use the proceeds of the offering to pay for a portion of its pending acquisition of International Resource Partners LP.

Markel Corp.
Markel released its proxy and disclosed the total compensation packages paid to its top executives during 2010. Chairman and CEO Alan Kirshner received $1.21 million in total compensation in 2010, including a $650,000 base salary and $520,000 from an incentive plan. Kirshner’s total pay was up from $1.02 million in 2009, though his base salary remained the same.

Vice Chairman Steven Markel was paid $1.16 million in total compensation including a $600,000 base salary and $480,000 from an incentive plan. His total pay was up from $986,000 in 2009.

President and COO F. Michael Crowley received $2.96 million, up from $1 million compared to 2009. Crowley’s total pay in 2010 included a $543,000 base and $1.6 million in stock awards, among other compensation.

Thomas Gayner, chief investment officer received $2.44 million in total pay, including a $539,000 base salary, $1.43 million in stock awards and $440,000 from an incentive plan. Gayner’s pay was up $1.63 million compared to 2009.

Co-COO Richard Whitt received $2.42 million in total compensation, up from $855,000 in 2009. His base salary jumped $43,000 to $518,750. He also received $1.43 million in stock awards and $440,000 in incentive plan compensation.

CFO Anne Waleski brought in $654,944 in total compensation in 2010. That includes a $253,000 base salary. There was no prior year data listed for Waleski.

Markel also said its annual shareholder meeting will be held at CenterStage on May 9 at 4:30 p.m.

MeadWestvaco
MWV filed its proxy and disclosed the total compensation paid to its top execs in 2010.  Chairman and CEO John Luke received $14.98 million in total compensation. That included a $1 million base salary, $5.91 million in stock awards, $1.78 million in option awards, more than $5 million in incentive plan and deferred compensation. Luke also received $218,000 in other compensation that including personal use of an aircraft, $68,000 in home security services, a $4,500 executive health screening, $5,000 in financial planning and other perks. His 2010 pay package was up more than $8 million compared to 2009.

CFO Mark Rajkowski received $3.76 million in total compensation in 2010. That included a $550,000 base salary, $1.5 million in stock awards and various other incentive pay. He received $85,000 worth of other compensation and reimbursements that included financial planning, a health screening, personal use of an aircraft and $18,000 for commuting expenses.

President James Buzzard received $6.38 million in total compensation including a $655,000 base salary, $2.2 million in stock awards and millions in other incentives.

Wendell Willkie, general counsel, received $2.96 million in total pay, up $1.2 million from 2009. The total included a $456,000 base and $73,000 in other compensation such as $21,000 in commuting expenses.

Mark Cross, a senior vice president, received $2.88 million in total compensation including a $489,000 base salary. His pay package was up $1.3 million from 2009.

MWV also said its annual shareholder meeting will be held April 18 at the Waldorf-Astoria Hotel in New York City.

Star Scientific
Richard Sharp, former head of Circuit City, one of the founders of CarMax and newly appointed director at Star Scientific, was granted options for 50,000 shares of the company’s stock with an exercise price of $2.90 per share. The options are good beginning in 2012 and will expire in 2021.

Michael Schwartz is a BizSense reporter. Please send news tips to [email protected]

Apple REIT Ten
The local REIT closed on an $11 million purchase of a hotel in Winston-Salem, N.C. the deal was for a 94-room Hampton Inn & Suites hotel.

Community Bankers Trust Corp.
The holding company for Essex Bank appointed two new members to its board of directors: Glenn J. Dozier and S. Waite Rawls III.

Dozier previously worked for Riverstone Properties LLC, a local real estate management firm. He was also CFO of several companies including Charlottesville-based biotech firm Upstate Group, This End Up Furniture Company, Owens & Minor and AMF Companies.

Rawls, who has been president of the Museum of the Confederacy since 2004, previously worked for Continental Bank in Chicago and Chemical Bank in New York.

Both Rawls and Dozier each received 2,041 shares of the company’s stock at no cost as a retainer for their service to the board. Those shares are currently worth around $1.30 a piece.

Dominion Resources
Dominion is offering 14 million shares of its common stock at $44.64 per share in attempt to raise $624.96 million. It will use the proceeds of the offering for working capital.

Dynex Capital
The local REIT disclosed the base salaries paid to its top executives in 2010. Chairman and CEO Thomas Akin’s base salary was $300,000; Chief Investment Officer Byron Boston was paid a base of $275,000; and COO/CFO Stephen Benedetti received $236,000.

Dynex also said its board approved pay raises for these executives effective March 1. Akin and Boston will see their base salaries jump to $500,000 and Benedetti’s jumped to $350,000.

Jeffrey Childress, the company’s controller, also received 3,088 shares of Dynex stock as a performance bonus for 2010.

Dynex said it is offering 5 million shares of its common stock for $10.39 each in attempt to raise $51.95 million. It said it will use the proceeds of the offering to buy residential and commercial mortgage-backed securities.

Genworth Financial
Genworth named Martin Klein as its new CFO, effective May 11. He will officially join the company as a senior vice president on April 11 and will receive an annual base salary of $550,000. Klein, 51, previously served as a managing director of Barclays Capital and held various positions at Lehman Brothers. He will also receive a cash hiring bonus of $400,000 to be paid out over two years, 75,000 stock appreciation rights, 30,000 restricted stock units and a lump sum of $12,500 for relocation expenses.

The company’s interim CFO Patrick Kelleher will leave the post on May 11 to become head of the company’s retirement and protection segment.

Genworth also disclosed that it is working a $400 million debt offering and is expected to close March 25. Deutsche Bank Securities and Goldman, Sachs & Co. are the book-running managers for the offering and Credit Suisse Securities and U.S. Bancorp Investments are the co-managers. Genworth said it will use the proceeds for general corporate purposes.

Insmed
Insmed said its stock regained compliance with Nasdaq’s minimum price per share rule. The company fell out of compliance after the price of its stock fell below $1 per share for too many consecutive days. But since its recent acquisition of a New Jersey-based drug maker, Insmed’s stock price has steadily increased and closed at more than $1 per share for 10 consecutive days, bringing it back in line with the rule.

The company also said that its application to conduct a phase 3 clinical trial of its Arikace drug has been cleared by the Food and Drug Administration.

James River Coal
JRC said it intends to offer $125 million in convertible senior notes and a separate round of $250 million of senior notes to qualified institutional buyers. The company said it will use the proceeds of the offering to pay for a portion of its pending acquisition of International Resource Partners LP.

Markel Corp.
Markel released its proxy and disclosed the total compensation packages paid to its top executives during 2010. Chairman and CEO Alan Kirshner received $1.21 million in total compensation in 2010, including a $650,000 base salary and $520,000 from an incentive plan. Kirshner’s total pay was up from $1.02 million in 2009, though his base salary remained the same.

Vice Chairman Steven Markel was paid $1.16 million in total compensation including a $600,000 base salary and $480,000 from an incentive plan. His total pay was up from $986,000 in 2009.

President and COO F. Michael Crowley received $2.96 million, up from $1 million compared to 2009. Crowley’s total pay in 2010 included a $543,000 base and $1.6 million in stock awards, among other compensation.

Thomas Gayner, chief investment officer received $2.44 million in total pay, including a $539,000 base salary, $1.43 million in stock awards and $440,000 from an incentive plan. Gayner’s pay was up $1.63 million compared to 2009.

Co-COO Richard Whitt received $2.42 million in total compensation, up from $855,000 in 2009. His base salary jumped $43,000 to $518,750. He also received $1.43 million in stock awards and $440,000 in incentive plan compensation.

CFO Anne Waleski brought in $654,944 in total compensation in 2010. That includes a $253,000 base salary. There was no prior year data listed for Waleski.

Markel also said its annual shareholder meeting will be held at CenterStage on May 9 at 4:30 p.m.

MeadWestvaco
MWV filed its proxy and disclosed the total compensation paid to its top execs in 2010.  Chairman and CEO John Luke received $14.98 million in total compensation. That included a $1 million base salary, $5.91 million in stock awards, $1.78 million in option awards, more than $5 million in incentive plan and deferred compensation. Luke also received $218,000 in other compensation that including personal use of an aircraft, $68,000 in home security services, a $4,500 executive health screening, $5,000 in financial planning and other perks. His 2010 pay package was up more than $8 million compared to 2009.

CFO Mark Rajkowski received $3.76 million in total compensation in 2010. That included a $550,000 base salary, $1.5 million in stock awards and various other incentive pay. He received $85,000 worth of other compensation and reimbursements that included financial planning, a health screening, personal use of an aircraft and $18,000 for commuting expenses.

President James Buzzard received $6.38 million in total compensation including a $655,000 base salary, $2.2 million in stock awards and millions in other incentives.

Wendell Willkie, general counsel, received $2.96 million in total pay, up $1.2 million from 2009. The total included a $456,000 base and $73,000 in other compensation such as $21,000 in commuting expenses.

Mark Cross, a senior vice president, received $2.88 million in total compensation including a $489,000 base salary. His pay package was up $1.3 million from 2009.

MWV also said its annual shareholder meeting will be held April 18 at the Waldorf-Astoria Hotel in New York City.

Star Scientific
Richard Sharp, former head of Circuit City, one of the founders of CarMax and newly appointed director at Star Scientific, was granted options for 50,000 shares of the company’s stock with an exercise price of $2.90 per share. The options are good beginning in 2012 and will expire in 2021.

Michael Schwartz is a BizSense reporter. Please send news tips to [email protected]

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