UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 2, 2023, Village Bank and Trust Financial Corp. (the “Company”) entered into an amendment to the employment agreement, dated February 22, 2022, with Donald M. Kaloski, Jr., Executive Vice President and Chief Financial Officer of the Company and Village Bank (the “Bank”), a wholly-owned subsidiary of the Company. On the same day, the Bank entered into an amendment to the employment agreement, dated September 4, 2020, with Max C. Morehead, Jr., Executive Vice President of Commercial Banking of the Bank.
Amendment to Employment Agreement with Mr. Kaloski
Mr. Kaloski’s employment agreement was amended in order to reflect increases in his base salary and annual bonus opportunity. Pursuant to the amendment, Mr. Kaloski is entitled to receive an annual base salary of no less than $224,000. Such salary may be increased in the sole and absolute discretion of the Company’s Board of Directors or Compensation Committee. The Board of Directors will review Mr. Kaloski’s base salary at least annually during his employment and may increase such salary as determined in its discretion. Mr. Kaloski is entitled to an annual performance bonus based on a target of 25% of his annual base salary, provided that he meets the performance goals established by the Company’s Board of Directors or Compensation Committee in its discretion.
Amendment to Employment Agreement with Mr. Morehead
Mr. Morehead’s employment agreement was also amended in order to reflect increases in his base salary and annual bonus opportunity. Pursuant to the amendment, Mr. Morehead is entitled to receive an annual base salary of no less than $230,000. Such salary may be increased in the sole and absolute discretion of the Bank’s Board of Directors or Compensation Committee. The Board of Directors will review Mr. Morehead’s base salary at least annually during his employment and may increase such salary as determined in its discretion. Mr. Morehead is entitled to an annual performance bonus based on a target of 25% of his annual base salary, provided that he meets the performance goals established by the Bank’s Board of Directors or Compensation Committee in its discretion.
The foregoing summary descriptions of the amendments to Mr. Kaloski’s and Mr. Morehead’s respective employment agreement are qualified in their entirety by reference to the amendments, copies of which are attached to this report as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description |
10.1 | |
10.2 | |
104 | Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VILLAGE BANK AND TRUST FINANCIAL CORP. | ||
(Registrant) | ||
Date: November 7, 2023 | By: | /s/ Donald M. Kaloski, Jr. |
Donald M. Kaloski, Jr. | ||
Executive Vice President and CFO | ||
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