11-K 1 bmbc401kfy202011-k.htm 11-K Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________________________________________________________________________________________________

 FORM 11-K
________________________________________________________________________________________________________________________________
 
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended: December 31, 2020
 
OR
 
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _______ to __________             
 
Commission File Number 001-35746
 
 A.Full title of the plan and address of the plan, if different from that of the issuer named below:
 
BRYN MAWR BANK CORPORATION 401(K) PLAN
 
 
 B.Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office:
 
 
BRYN MAWR BANK CORPORATION
801 LANCASTER AVENUE
BRYN MAWR, PA 19010



REQUIRED INFORMATION
    
a)
Financial Statements. The financial statements filed as a part of this Annual Report are listed in the Index to Financial Statements at page 2.
  
b)
Exhibit Index:
 23.1 The consent of BDO USA, LLP, independent registered public accounting firm



 BRYN MAWR BANK CORPORATION 401(k) PLAN
  
 Financial Statements and Supplemental Schedule
For the Years Ended December 31, 2020 and 2019
With Report of Independent Registered Public Accounting Firm


Table of Contents
 



Report of Independent Registered Public Accounting Firm

Plan Administrator and Participants
Bryn Mawr Bank Corporation 401(k) Plan
Bryn Mawr, Pennsylvania

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of the Bryn Mawr Bank Corporation 401(k) Plan (the “Plan”) as of December 31, 2020 and 2019, the related statement of changes in net assets available for benefits for the years then ended, and the related notes (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2020 and 2019, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by the Plan’s management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Supplemental Information

The supplemental information in the accompanying schedules of assets (held at end of year) as of December 31, 2020 and delinquent participant contributions for the year ended December 31, 2020 have been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but included supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.


/s/ BDO USA, LLP

We have served as the Plan’s auditor since 2014.

Philadelphia, Pennsylvania
June 29, 2021

1

BRYN MAWR BANK CORPORATION 401(k) PLAN
Statements of Net Assets Available for Benefits
 December 31,
 20202019
Assets: 
Investments, at fair value: 
Mutual funds$76,040,747 $68,857,891 
Company stock4,889,179 7,012,477 
Money market funds3,795,683 3,035,197 
Total investments at fair value84,725,609 78,905,565 
Receivables: 
Notes receivables from participants824,077 1,031,185 
Contributions receivable – Employer879,991 422,922 
Contributions receivable – Employee129,535 — 
Total receivables1,833,603 1,454,107 
Net assets available for benefits$86,559,212 $80,359,672 
  
See accompanying notes to financial statements.
2

BRYN MAWR BANK CORPORATION 401(k) PLAN
Statements of Changes in Net Assets Available for Benefits
 
 For the Years ended
December 31,
 20202019
Investment income: 
Dividends$2,356,554 $2,208,626 
Net appreciation in the fair value of investments5,182,190 12,466,006 
Total investment income7,538,744 14,674,632 
Interest income on notes receivable from participants44,438 53,762 
Contributions:
Employee4,252,059 4,303,461 
Employer, net3,267,363 3,154,939 
Rollovers1,052,934 1,405,496 
Total contributions8,572,356 8,863,896 
Total additions16,155,538 23,592,290 
Deductions:
Benefits paid to participants9,821,802 10,587,107 
Administrative expenses134,196 99,340 
Total deductions9,955,998 10,686,447 
Net increase in net assets available for benefits6,199,540 12,905,843 
Net assets available for benefits:
Beginning of year80,359,672 67,453,829 
End of year$86,559,212 $80,359,672 
 
See accompanying notes to financial statements.
3

BRYN MAWR BANK CORPORATION 401(k) PLAN
Notes to Financial Statements
December 31, 2020 and 2019


(1) Description of the Plan

(a)    General
The following description of the Bryn Mawr Bank Corporation 401(k) Plan (“the Plan”) provides only general information. Participants should refer to the Plan Agreement for a more complete description of the Plan’s provisions.
The Plan is a defined contribution plan under which all employees of Bryn Mawr Bank Corporation (the “Corporation”) and its wholly owned subsidiaries, including The Bryn Mawr Trust Company (the “Bank”), (collectively, the “Company”) who meet certain service requirements are eligible to participate. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law. The CARES Act, among other things, includes several relief provisions available to tax-qualified retirement plans and their participants. Plan management evaluated the relief provisions available to plan participants under the CARES Act and implemented the following provisions:
Special coronavirus distributions up to $100,000;
Increased the available loan amount as described in Note 1 to the lesser of $100,000 or 100% of the participant’s vested account balance, and
Extended the period for loan repayments, if applicable, to December 31, 2020.
(b)    Eligibility
All employees of the Company are eligible to make salary deferral contributions into the plan upon their date of hire.
Employees are eligible to receive employer contributions, effective January 1, April 1, July 1, or October 1, following the completion of six months of employment with at least 500 hours of service during a six-month period.
(c)    Contributions
Employees can elect salary deferral through payroll deduction on a pre-tax or after-tax basis, subject to certain limitations as defined by the Plan. Such contributions are processed with each payroll and are matched with each payroll dollar for dollar by the Company up to a maximum of 3% of the participant’s annual salary eligible for matching contributions, as defined in the Plan document. Rollover contributions from other qualified plans are permitted. In addition to the matching contributions described above, the Board of Directors of the Corporation may, at their discretion, authorize an additional contribution based on the Company’s profitability. Eligible participants received 3% of gross compensation, as defined by the Plan document, allocated as a discretionary contribution, on a quarterly basis. Discretionary contributions for 2020 and 2019 totaled $1,802,591 and $1,712,406, respectively.
Participants direct the investment of their contributions into various investment options offered by the Plan. The employer contributions, employee salary deferrals and rollover contributions are allocated among the investment options based upon the participant’s investment election.
Participants may elect to change his or her contribution rate at any time. Additionally, participants may elect to automatically increase his or her contribution rate annually, effective the first day of the month chosen up to a maximum of 90% of eligible compensation.
Employer contributions receivable as of December 31, 2020 consist of discretionary and match true-up contributions, as well as 2020 contributions which were funded in 2021. Employer contributions receivable as of December 31, 2019 consist of discretionary and match true-up contributions. At year-end, the Plan performs a true-up calculation of the employer matching contribution for all participants and makes any necessary additional matching contributions in the subsequent year. True-up contributions were $61,050 and $23,233 for 2020 and 2019, respectively.
(d)    Payment of Benefits
Upon termination due to death, disability, or retirement, as defined by the Plan Document, or upon request for an in-service or hardship distribution, a participant may elect to receive a lump-sum payment equal to the value of the participant’s vested interest in their account.
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BRYN MAWR BANK CORPORATION 401(k) PLAN
Notes to Financial Statements
December 31, 2020 and 2019

A non-spouse beneficiary entitled to receive an eligible rollover distribution is permitted to make a direct trustee to trustee rollover to an IRA.
(e) Vesting
Participants are immediately vested in all employee deferrals.
The vesting schedule for employer contributions (match and discretionary) for employees hired after January 1, 2015 is as follows:
Years of Vesting Service% Vested
1 but less than 233.33 %
2 but less than 366.66 %
3 or more100.00 %
(f)    Participant Accounts
Each participant’s account is credited with the participant’s salary deferral, Company matching contributions, and the Company discretionary contributions. Additionally, all participants' accounts are allocated Plan earnings (losses), and a proportionate allocation of administrative expenses. Allocations are based on participant earnings (losses) or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
(g)    Notes Receivable from Participants
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their account balance. Current loan terms range from 1 to 5 years or up to 10 years for a principal residence. The loans are secured by the balance in the participant’s account and bear a fixed rate of interest equal to ½ % over the published prime rate in the Wall Street Journal as of the first day of the month that the loan is issued. Principal and interest are paid ratably through biweekly payroll deductions. The interest rates on loans range from 3.50% to 6.00%.
(h)    Withdrawals
Participant contributions and accumulated earnings (losses) thereon are restricted as to withdrawal except in hardship cases as defined by the Internal Revenue Code (“IRC”) or the attainment of age 59 1/2. Hardship withdrawals will be subject to a 10% early distribution penalty to the participant if he or she is not age 59 1/2 at the time of distribution.

(2) Summary of Significant Accounting Policies

(a)    Basis of Accounting
The financial statements of the Plan are prepared under the accrual basis of accounting.
(b)    Administrative Expenses
Costs and expenses, including record keeping, legal and accounting fees, incurred in regard to the administration of the Plan are paid by the Plan. Participant loan and express mail service fees, as requested by participants for distribution processing, are paid from the individual participant’s account.
 
(c)    Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
 
(d)    Investment Valuation and Income Recognition
The Plan’s investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price).
5

BRYN MAWR BANK CORPORATION 401(k) PLAN
Notes to Financial Statements
December 31, 2020 and 2019

Purchases and sales of investments are reflected on a trade date basis. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) includes the Plan’s gains and losses on investments bought and sold, as well as held during the year.
Net investment returns reflect certain fees paid by the investment funds to their affiliated investment advisors, transfer agents, and others as further described in each fund prospectus or other published documents. These fees are deducted by the investment funds prior to the allocation of the Plan’s investment earnings activity and thus are not separately identifiable as an expense.
(e)    Payment of Benefits
Benefits are recorded when paid.
(f)    Notes Receivable from Participants
Notes receivable from participants represent participant loans recorded at their unpaid principal balance plus accrued interest. Interest income generated on the notes receivable is recorded when earned and administrative expenses associated with notes receivable are expensed when incurred to the individual participant's account. A provision for doubtful accounts has not been recorded as of December 31, 2020 or 2019. Delinquent notes receivable from participants are treated as distributions based upon the terms of the Plan Document.
(g)     Subsequent Events
The Company and Plan have evaluated subsequent events for potential recognition and for disclosure through the date these financial statements were available to be issued.

On March 10, 2021, WSFS Financial Corporation (“WSFS”) and the Corporation, jointly announced the signing of a definitive Agreement and Plan of Merger, dated as of March 9, 2021, between WSFS and the Corporation whereby the Corporation will merge with WSFS, in a 100% stock-consideration transaction with a fixed exchange ratio of 0.90 shares of WSFS common stock for each share of the Corporation’s common stock outstanding. Simultaneously with the merger, the Bank will merge into WSFS Bank, a wholly-owned subsidiary of WSFS. Closing of the transaction is subject to customary approvals by regulators and stockholders of both companies. It is anticipated that the Plan will be terminated at or prior to the closing of the transaction.

(3) Fair Value Measurement

When determining the fair value measurement, under ASC 820, Fair Value Measurement, for assets and liabilities required to be recorded at fair value, the Plan considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.
  
ASC 820 also establishes a fair value hierarchy that requires the Plan to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based on the lowest level input that is significant to the fair value measurement. ASC 820 establishes three levels of input that may be used to measure fair value:
 
Level 1: Quoted prices in active markets for identical assets or liabilities;

Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
 
The following is a description of the valuation methodologies used in investments measured at fair value. There have been no significant changes in methodologies used or transfers between levels during the years ended December 31, 2020 and 2019.
6

BRYN MAWR BANK CORPORATION 401(k) PLAN
Notes to Financial Statements
December 31, 2020 and 2019

 
Bryn Mawr Bank Corporation common stock is valued at the quoted market price from a national securities exchange. Less than 1% of the balance is a money market fund used as a plan level account in the recordkeeping of the purchases and sales of fractional shares of the employer common stock. This money market account is valued at cost, which approximates fair value.

Mutual funds are valued at the total market value of the underlying assets based on published market prices as of the close of the last day of the plan year. These values represent the net asset values of shares held by the Plan.

Money Market Funds are valued at carrying value, which approximates fair value.

Investments Measured at Fair Value on a Recurring Basis
 
Investments measured at fair value on a recurring basis consisted of the following types of instruments as of December 31, 2020 (Level 1, 2 and 3 inputs are defined above):
 
 Fair Value Measurements
Using Input Type
 Level 1Level 2Level 3Total
Mutual Funds$76,040,747 — — $76,040,747 
Common stock fund4,889,179 — — 4,889,179 
Money market funds3,795,683 — — 3,795,683 
Total investments$84,725,609 — — $84,725,609 
 
Investments measured at fair value on a recurring basis consisted of the following types of instruments as of December 31, 2019 (Level 1, 2 and 3 inputs are defined above):
 
 Fair Value Measurements
Using Input Type
 Level 1Level 2Level 3Total
Mutual Funds$68,857,891 — — $68,857,891 
Common stock fund7,012,477 — — 7,012,477 
Money market funds3,035,197 — — 3,035,197 
Total investments$78,905,565 — — $78,905,565 
 
(4) Rollover Contributions

An aggregate of $1,052,934 was rolled into the Plan during the year ended December 31, 2020, and is included in the Rollovers line item on the Statements of Changes in Net Assets Available for Benefits.
 
(5) Forfeitures

The non-vested account balance of a participant who terminates his or her employment, for reasons other than death, disability or retirement prior to normal retirement date, shall be forfeited. Forfeitures are used to reduce employer contributions and Plan administrative fees. During 2020 and 2019, forfeitures totaling $36,911 and $13,850, respectively, were utilized to reduce employer contributions and Plan administrative fees. Forfeiture balances were $13,150 and $23,998 at December 31, 2020 and 2019, respectively.
 
(6) Income Tax Status

Effective April 1, 2017, the Plan is based on the Volume Submitter Profit Sharing Plan with CODA (the “Volume Submitter Plan) by Fidelity Management Trust Company. The Internal Revenue Service (“IRS”) has determined and informed Fidelity
7

BRYN MAWR BANK CORPORATION 401(k) PLAN
Notes to Financial Statements
December 31, 2020 and 2019

Management Trust Company by an opinion letter dated March 31, 2014, that the Volume Submitter Plan is designed in accordance with the applicable sections of the Internal Revenue Code (“IRC”).
 
Although the Plan has been amended since receiving the determination letter, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.

The Plan administrator has analyzed the tax positions taken by the Plan in accordance with US GAAP, and has concluded that as of December 31, 2020, there are no uncertain tax positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
 
(7) Plan Termination
Although it has not expressed any intent to do so, other than for the matter disclosed in Note 2, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in employer contributions.
 
(8) Related-Party Transactions and Party-In-Interest Transactions
The Plan invests in common stock of the Corporation. Investments in the Corporation’s common stock qualify as related party and party-in-interest transactions, however, they are exempt from the prohibited transaction rules of ERISA.
Effective June 6, 2019, the Plan began investing in an affiliate’s proprietary mutual fund, BMT Multi-Cap Fund (BMTMX). Investments in BMTMX qualify as related party and party-in-interest transactions, however, they are exempt from the prohibited transaction rules of ERISA. The BMT Multi-Cap Fund was subsequently liquidated on April 24, 2020 and plan assets invested in the fund were transferred to a similar investment option.
Fidelity Management Trust Company is custodian, recordkeeper and trustee of the Plan. During 2020 and 2019, administrative expenses paid to Fidelity Management Trust Company were $134,196 and $99,340, respectively.
Notes receivable from participants also qualify as party-in-interest transactions.
 
(9) Risks and Uncertainties
The Plan provides participants various investment options. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investments securities, it is at least reasonably possible that changes in the value of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statement of Net Assets Available for Benefits.

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally.

The full impact of the COVID-19 outbreak continues to evolve. This pandemic has adversely affected global economic activity and contributed to volatility in financial markets. Since the values of the Plan’s individual investments have and will fluctuate in response to changing market conditions, the amount of losses that will be recognized in subsequent periods, if any, and related impact on the Plan’s liquidity cannot be determined at this time.

8


Plan EIN - 23-2434506      
Plan No.- 002     Schedule 1
BRYN MAWR BANK CORPORATION 401(k) PLAN
Schedule H, line 4(i) - Schedule of Assets (Held at End of Year)
December 31, 2020
(a)(b)(c)(d)(e)
Identity of issue, borrower, lessor, or similar party
Description of investment including maturity date, rate of interest, collateral, par or maturity valueCostCurrent value
 FID GOVT MMKTMoney Market Fund**$104 
 FH UST CASH RSV ISMoney Market Fund**3,795,579 
*BRYN MAWR BANK CORPORATIONCommon Stock **4,889,179 
CBA LG CAP GR IMutual Fund**4,210,624 
 DFA EMERGING MKTS IMutual Fund**2,230,733 
 DODGE & COX INTL STKMutual Fund**2,402,477 
 FID LOW PRICED STK KMutual Fund**2,106,458 
 INVS GLB REAL EST R6Mutual Fund**213,649 
 PIF HIGH YLD INSTMutual Fund**641,770 
 TMPL GLOBAL BOND R6Mutual Fund**422,168 
 VANG EQUITY INC ADMMutual Fund**4,537,967 
 VANG INFL PROT ADMMutual Fund**541,242 
 VANG INTM INV GR ADMMutual Fund**2,866,056 
 VANG MIDCAP IDX ADMMutual Fund**3,462,978 
 VANG SM CAP IDX ADMMutual Fund**4,742,649 
 VANG ST INV GR ADMMutual Fund**1,174,386 
 VANG TARGET RET 2015Mutual Fund**210,944 
 VANG TARGET RET 2020Mutual Fund**3,840,614 
 VANG TARGET RET 2025Mutual Fund**3,770,933 
 VANG TARGET RET 2030Mutual Fund**9,420,091 
 VANG TARGET RET 2035Mutual Fund**2,209,611 
 VANG TARGET RET 2040Mutual Fund**4,646,268 
 VANG TARGET RET 2045Mutual Fund**2,146,687 
 VANG TARGET RET 2050Mutual Fund**1,352,803 
 VANG TARGET RET 2055Mutual Fund**490,794 
 VANG TARGET RET 2060Mutual Fund**422,491 
VANG TARGET RET 2065Mutual Fund**9,031 
VANG TARGET RET INCMutual Fund**624,523 
 VANG TOT INTL STK ADMutual Fund**2,064,961 
 VANG TOT STK MKT ADMMutual Fund**14,985,599 
 WA CORE BOND IMutual Fund**292,240 
 Subtotal of Registered Investment Company  76,040,747 
 Subtotal of Investments at Fair Value  84,725,609 
*Notes receivable from participantsInterest rate of 3.50% - 6.00% 824,077 
  Total investments and notes receivable from participants $85,549,686 
*Party-in-interest
**Cost omitted for participant directed investments

9


Plan EIN - 23-2434506      
Plan No.- 002     Schedule 1
BRYN MAWR BANK CORPORATION 401(k) PLAN
Schedule H, line 4(a) - Schedule of Delinquent Participant Contributions
For the Year ended December 31, 2020


Participant Contributions Transferred Late to PlanTotal that Constitute Nonexempt Prohibited TransactionTotal Fully Corrected Under VFCP and PTE 2002-51
Check here if Late Participant Loan Repayments are included:
Contributions Not CorrectedContributions Corrected Outside VFCPContributions Pending Correction in VFCP
 $0$365,968*$0$0

*All delinquent contributions, adjusted for earnings, have been contributed to the Plan.

10


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Benefit Plans Administrative Committee of Bryn Mawr Bank Corporation has duly caused this Annual Report to be signed by the undersigned thereunto duly authorized.

  BRYN MAWR BANK CORPORATION
401(K) PLAN
 
    
Date: June 29, 2021By:
/s/ Linda Sanchez
 
  
Linda Sanchez
SVP, Chief Human Resources Officer
 

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