8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 15, 2021

Randolph Bancorp, Inc.

(Exact name of Registrant as Specified in Its Charter)

Massachusetts	001-37780	81-1844402
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2 Batterymarch Park, Suite 301, Quincy, Massachusetts 02169

(Address of principal executive offices)

(781) 963-2100

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	RNDB	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On July 15, 2021, Evelyn Kaupp, Ronald Perry and Pamela Scott were appointed to serve as directors of Randolph Bancorp, Inc. (the “Company”) and its wholly-owned subsidiary, Envision Bank (the “Bank”), filling vacancies created by an expansion of the Board of Directors of the Company and the Bank. Ms. Scott will serve as a Class I Director of the Company with a term expiring on the date of the Company’s annual meeting of shareholders in 2023. Ms. Kaupp and Mr. Perry will each serve as a Class III Director with a term expiring on the date of the Company’s annual meeting of shareholders in 2022.  Ms. Kaupp will serve on the Audit Committee of the Company and the Bank.  Mr. Perry and Ms. Scott each will serve on the serve on the Enterprise Risk Management Committee of the Company and the Bank.

Ms. Kaupp, age 58, is a retired tax partner of Deloitte, serving over 31 years with the firm including 21 years as a Tax Partner assisting multinational clients with tax compliance, accounting, enterprise reporting and automation of tax processes. Ms. Kaupp is a graduate of Brown University and obtained her Juris Doctorate from Albany Law School of Union University and her Masters in Taxation from Boston University School of Law. She is a Certified Public Accountant, Member of the AICPA and Member of the Bar in Massachusetts and New York. Ms. Kaupp serves as Board Chair for the YMCA of Greater Boston having held prior roles as Chair of the Finance and Audit & Risk Committees. Ms. Kaupp has expertise in financial reporting, internal controls, and corporate governance with a personal interest in diversity, equity and inclusion. Her expertise and interest bring valuable experience to the Board. Ms. Kaupp is not a party to any transactions that would be required to be disclosed under Section 404(a) of Regulation S-K.

Mr. Perry, age 63, is a Principal at Avison Young, a global, full service commercial real estate firm, since 2016. Prior to joining Avison Young, he spent 16 years at Colliers International, where he had served as president of the firm’s Boston brokerage operations. Mr. Perry began his career in 1984 at Meredith & Grew, which became part of Colliers in 2007, and became the head of the brokerage group in 2008. He was appointed president of the firm in March 2010. Mr. Perry is a licensed real estate broker and a member of the Greater Boston Real Estate Board and Commercial Brokers Association. A graduate of the College of Holy Cross, he was previously a director of Blue Hills Bancorp, Inc. for 7 years and of Catholic Memorial High School for 14 years (currently serving on the board). He was a Big East Basketball Color Analyst for over 30 years. Mr. Perry’s extensive commercial real estate experience and knowledge of the Greater Boston real estate market as well as his valuable insight into managing and overseeing a business brings valuable expertise to the Board. Mr. Perry is not a party to any transactions that would be required to be disclosed under Section 404(a) of Regulation S-K.

Ms. Scott, age 69, is the founder, president and Chief Executive Officer of LVCC, Inc., a business consulting firm. She has more than 30 years of experience in the financial services industry including multiple roles in institutional asset management at State Street Corporation, U.S. Trust Company of New York and Citibank. Since retiring from the banking industry, Ms. Scott was appointed trustee of Salem State University by Governor Deval Patrick, where she later became chair. She currently serves on the Board of Trustees of Essex County Community Foundation, the Board of Directors of BNY Mellon Charitable Gift Fund and The Forsyth Institute. She is also a member of the Trustee Advisory Board at Beth Israel Deaconess Medical Center. She was a director of Blue Hills Bancorp, Inc., Danvers Bancorp, Inc. and Beverly National Bank. Ms. Scott received her BA from Rice University and her MBA from the Tuck School of Business at Dartmouth College, as the business program’s first African American female graduate and where she now serves as a mentor to young professionals and MBA students. An active alumnus of The Partnership, Ms. Scott works to promote career development for minority executives in Boston. Ms. Scott brings the Board extensive experience in financial services and business. Ms. Scott is not a party to any transactions that would be required to be disclosed under Section 404(a) of Regulation S-K.

A press release announcing the elections of Ms. Kaupp, Mr. Perry and Ms. Scott is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
99.1	Press release dated July 15, 2021
104	Cover Page Interactive Data File (embedded within the XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Randolph Bancorp, Inc.
	By:	/s/ William M. Parent
	Name: Title:	William M. Parent President and Chief Executive Officer
Date: July 15, 2021

EX-99.1

Exhibit 99.1

2 Batterymarch Park, Suite 301, Quincy, MA 02169

News Release

For Immediate Release July 15, 2021 For More Information, Contact: William M. Parent, President and Chief Executive Officer (617-925-1955)  

RANDOLPH BANCORP, INC. ANNOUNCES APPOINTMENT OF DIRECTORS

QUINCY, Massachusetts, July 15, 2021 – Randolph Bancorp, Inc. (the “Company”) (NASDAQ Global Market: RNDB), the holding company for Envision Bank (the “Bank”), today announced that Evelyn Kaupp, Ronald Perry and Pamela Scott were appointed the Board, effective July 15, 2021.  Ms. Kaupp, Mr. Perry and Ms. Scott were also appointed to the Board of Directors of the Bank.

Kenneth K. Quigley, Board Chair, commented, “I am pleased to welcome Evelyn, Ron and Pam to our Board and look forward to working with them.  They each bring considerable experience and broad knowledge of both the opportunities and risks that the Company will confront in the years ahead.  Their addition will also allow the Board to maintain its effectiveness through the upcoming retirement of long-standing board members, Paul Donovan, John O’Connor and Janis Wentzell. We have been privileged to have Paul, John and Janis’s expertise, experience and guidance as board members and we thank them for their many years of contribution to the Company.”  William M. Parent, President and Chief Executive Officer stated, “Our management team is excited to have Evelyn, Ron and Pam as they will provide valuable perspective and enhance the diversity of experiences and viewpoints on the Board as we continue to execute on our strategies to drive growth, improve operating efficiency and enhance value for our stockholders, while serving our diverse customer base.”

Ms. Kaupp, a Certified Public Accountant and retired tax partner of Deloitte, brings extensive financial expertise, serving over 31 years at Deloitte assisting clients with tax compliance, accounting, enterprise reporting and automation of tax processes.  Ms. Kaupp has extensive experience in financial reporting, internal controls and corporate governance with a personal interest in diversity, equity and inclusion.

Mr. Perry is a Principal at Avison Young, a global, full service commercial real estate firm, since 2016.  Prior to joining Avison Young, he spent 16 years at Colliers International, where he had served as president of the firm’s Boston brokerage operations.  Mr. Perry previously served as a director of Blue Hills Bancorp, Inc.  His commercial real estate expertise and knowledge of the Greater Boston real estate market as well as his valuable insights into managing and overseeing businesses bring valuable experience to the Board.

Ms. Scott is the founder, president and Chief Executive Officer of LVCC, Inc., a business consulting firm.  She has more than 30 years of experience in the financial services industry including multiple roles in institutional asset management at State Street Corporation, U.S. Trust Company of New York and Citibank.  She served as director of multiple institutions including Blue Hills Bancorp, Inc., Danvers Bancorp, Inc. and Beverly National Bank.  Ms. Scott brings extensive experience in financial services and business, in addition to her background in promoting the career development of minorities in the greater Boston area.

About Randolph Bancorp, Inc.

Randolph Bancorp, Inc. is the holding company for Envision Bank and its Envision Mortgage Division.  Envision Bank is a full-service community bank with five retail branch locations, loan operations centers in North Attleboro and Quincy, Massachusetts, three loan production offices located in Massachusetts and one loan production office in Southern New Hampshire.

Forward Looking Statements

Certain statements contained in this press release that are not historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties. The Company’s actual results could differ materially from those projected in the forward-looking statements as a result of, among others, the negative impacts and disruptions of the COVID-19 pandemic and the measures taken to contain its spread on our employees, customers, business operations, credit quality, financial position, liquidity and results of operations; changes in the general business and economic conditions on a national basis and in the local markets in which the Company operates, including changes that adversely affect borrowers’ ability to service and repay the Company’s loans; changes in consumer behavior due to changing political, business and economic conditions or legislative or regulatory initiatives; reputational risk relating to the Company’s participation in the Paycheck Protection Program and other pandemic-related legislative and regulatory initiatives and programs; turbulence in the capital and debt markets and the impact of such conditions on the Company’s business activities; and the risk factors described in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission. The Company does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.

877-963-2100 • www.envisionbank.com Member FDIC • Member DIF 

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Document and Entity Information	Jul. 15, 2021
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Jul. 15, 2021
Entity Registrant Name	Randolph Bancorp, Inc.
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Entity Incorporation, State or Country Code	MA
Entity Tax Identification Number	81-1844402
Entity Address, Address Line One	2 Batterymarch Park
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Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $.01 per share
Trading Symbol	RNDB
Security Exchange Name	NASDAQ