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): December 19, 2018

WCF BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

Iowa	001-37832	81-2510023
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

401 Fair Meadow Drive, Webster City, Iowa	50595
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (515) 832-3071

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

[  ]	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)) 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 T 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)Retirement of Chief Financial Officer. On December 19, 2018, Stephen L. Mourlam retired as interim Chief Financial Officer of the WCF Bancorp, Inc. (the “Company”) and of WCF Financial Bank (the “Bank”), the Company’s wholly owned subsidiary.

(b)Appointment of Chief Financial Officer. On December 19, 2018, the Company appointed Paul L. Moen, age 62, as interim Chief Financial Officer of the Company. Prior to this appointment, since January 2017, Mr. Moen has served as an independent financial consultant for Moen Consulting, LLC. From June 2015 until December 2016, Mr. Moen served as senior vice president and chief financial officer of Bridgewater Bank, headquartered in Bloomington, Minnesota. From 2008 through June 2015, Mr. Moen was chief financial officer of Frandsen Financial Corporation, an interstate bank holding company located in Arden Hills, Minnesota.

(b)Appointment of Director. On December 19, 2018, Bradley Mickelson, age 37, was appointed to the Board of Directors for a term to expire at the 2019 annual meeting of stockholders.

(e)Adoption of Incentive Plan. On December 19, 2018, WCF Bancorp, Inc. (the “Company”), the holding company of WCF Financial Bank (the “Bank”), adopted the WCF Financial Bank Executive Annual Incentive Plan (the “Plan”).  The Plan focuses on financial measures that are critical to the Bank’s growth and profitability and will be utilized to align the interests of the senior management team with stockholders of the Company by paying bonus awards that are linked to the performance of the Bank.  The Plan will remain in effect until terminated, modified or amended by the Compensation Committee of the Board of Directors (the “Compensation Committee”).

Employees selected by the Compensation Committee, which includes the named executive officers of the Company, are eligible to participate in the Plan. For each plan year (which is the calendar year), each participant will receive an award agreement which sets forth the annual bonus award amount (the “Cash Award”), designated as a percentage of base salary, and the performance objectives that must be satisfied for the participant to earn the Cash Award. The specific performance objectives will be determined annually by the Compensation Committee, but generally may include objective performance targets on financial performance, growth, asset quality and risk management and subjective performance objectives, such as particular qualitative factors for the participant, based on his or her duties to the Bank.  Each performance objective will specify level of achievements at “threshold,” “target,” “above target” and “maximum” levels and will be weighted by priority as a percentage of the Cash Award payable to the participant.

Cash Awards will be paid to each participant in the form of a cash lump sum within two and one-half (2 ½) months following the end of each plan year.  Unless otherwise determined by the Compensation Committee, a participant who is not employed as of the payout date of the Cash Award will forfeit such award.

Notwithstanding the foregoing, the Committee may grant a Cash Award under the Plan that provides that a percentage of the Cash Award would be paid in the form of an equivalent number of restricted stock and/or stock options (the “Equity Awards”) instead of cash.  The Equity Awards would be: (1) granted under the Company’s 2017 Equity Incentive Plan (the “Equity Plan”) at the same time the Cash Award is paid to the participant; (2) evidenced by a separate award agreement; and (3) subject to the terms and conditions (including any vesting conditions) of the Equity Plan and such award agreement.

The foregoing description of the material terms of the Plan does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1, which is incorporated herein by reference.

(e)Consulting Agreement with Interim Chief Financial Officer.On December 19, 208, the Company entered into a consulting agreement (the “Agreement”) with Paul Moen, as principal of Moen Consulting, LLC, for Mr. Moen to serve as chief financial officer of the Company. Pursuant to the Agreement, which has a term of December 26, 2018 through June 30, 2019, Mr. Moen will be paid an hourly fee of $125 and will be reimbursed for reasonable expenses related to the consulting arrangement. Pursuant to the Agreement, Mr. Moen will not participate in any of the Company’s or Bank’s employee benefit plans.

Item 9.01. Financial Statements and Exhibits.

(a)	Financial statements of businesses acquired.  None.
(b)	Pro forma financial information.  None.
(c)	Shell company transactions: None.
(d)	Exhibits. 10.1WCF Financial Bank Executive Annual Incentive Plan
	10.2 Form of Award Agreement

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, hereunto duly authorized.

		WCF BANCORP, INC.
DATE: December 21, 2018	By:	/s/ Michael R. Segner
		Michael R. Segner
		Chief Executive Officer

EX-10.1

EXHIBIT 10.1

WCF FINANCIAL BANK

EXECUTIVE ANNUAL INCENTIVE PLAN

ARTICLE I

Establishment, Purpose and Duration

1.1Establishment.  This Executive Annual Incentive Plan (the "Plan") is adopted by WCF Financial Bank (the "Bank"), effective as of January 1, 2019 (the "Effective Date").

1.2Purpose.  The objectives of the Plan are to optimize the profitability and growth of the Bank (including its affiliates) through incentives consistent with the Bank's goals in order to link and align the personal interests of the Participants with the incentive for individual and overall Bank performance.  This Plan is further intended to provide flexibility to the Bank in its ability to motivate, attract and retain the services of Participants who make significant contributions to the Bank's success and to allow Participants to share in the success of the Bank.

1.3Duration of this Plan.  This Plan shall commence on the Effective Date, and shall remain in effect until terminated, modified or amended in accordance with Section 5.1 of the Plan.

ARTICLE II

Definitions

Definitions. Whenever used in this Plan, the following words and phrases shall have the meanings specified:

2.1"Base Salary" means the Participant's annual rate of base salary paid during each calendar year, excluding bonuses and other forms of variable income, fringe benefits, reimbursements, etc.

2.2"Bonus Award" means an annual bonus paid as a cash lump sum under the Plan.

2.3"Committee" means the Compensation Committee of the Board of Directors of the Company and/or the Bank, as applicable.

2.4"Company" means WCF Bancorp, Inc.

2.5"Eligible Employee" means employees of the Bank who are selected by the Committee, in its sole discretion, to participate in this Plan.  Being selected to participate in this Plan for one Plan Year does not guarantee selection for participation in the Plan for any other Plan Year.

2.6"Equity Awards" shall have the meaning set forth in Section 4.1 of the Plan.

2.7"Equity Plan" means the WCF Bancorp, Inc. 2017 Equity Incentive Plan

2.8"Plan Year" means the Bank's fiscal year, which is the calendar year.

2.9"Participant" means an Eligible Employee who has been notified by the Committee that he or she has been selected to participate in this Plan for the current Plan Year.

ARTICLE III

Annual Cash Bonuses

3.1Bonus Award

(a)No later than 90 days after thecommencement of each Plan Year, the Committee shall set performance objectives pursuant to Section 3.2 for each Participant in writing in an Award Agreement, which shall be provided to each Participant and included as an exhibit to the Plan.  If the performance objectives for the Participant are accomplished, the Participant shall receive a Bonus Award under the Plan equal to a designated percentage of the Participant's Base Salary, as determined by the Committee in its sole discretion and set forth in the Participant's Award Agreement.

(b)In addition to the attainment of the performance objectives set forth by the Committee for the Participant in the Award Agreement, payment of the Bonus Award is also contingent on the Participant's overall performance level being "at expectation" as determined by the Committee.  The Committee shall have the final authority to determine whether any Participant has satisfied these requirements.

(c)If an Eligible Employee becomes a Participant at any time after the beginning of a Plan Year, the Bonus Award payable to that Participant shall be pro-rated, such that, the percentage of Base Salary that constitutes the Bonus Award for that Plan Year shall be multiplied by a fraction, where the numerator is the number of full calendar months that the individual was a Participant during the Plan Year and the denominator is 12.

3.2Performance Objectives.

(a)Payment of Bonus Awards in any Plan Year is contingent upon the performance objectives specified by the Committee for any Participant being met by the Bank and/or Participant. The specific performance objectives are determined annually by the Committee and are subject to change by the Committee, but generally include objective performance targets focused on financial performance, growth, asset quality, and risk management, including, but not limited to, return on average assets, net income margin, return on equity, loan production, asset quality and subjective, discretionary performance targets, such as particular qualitative factors for each Participant, based on his or her duties for the Bank.

(b)Each performance objective shall specify levels of achievement of goals ranging as follows:

(i)     Threshold Level:  The level for minimum performance deemed worthy of a Bonus Award.

(ii)Target Level:  The level for typical, expected performance.

(iii)Above Target Level:  The level that exceeds expected performance.

(iv)Maximum Level:  The level for outstanding performance.

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(c)Each objective will be weighted based on priority as a percentage of the total Bonus Award payable to the Participant.  The weight of each performance objective attributable to a Participant shall be set forth in his or her Award Agreement.

3.3Termination of Employment.  Unless otherwise determined by the Committee, a Participant who is not employed as of the payout date for his or her Bonus Award shall forfeit the Bonus Award.

3.4Time of Payout. Except as provided in Article IV, no later than two and one half (2 ½) months after the close of the Plan Year (i.e., by the March 15 that immediately follows the end of the Plan Year for which the performance is measured), the Bonus Award will be paid to the Participant in a cash lump sum, through regular payroll practices, including all applicable withholdings.  Bonus Awards under the Plan are intended to be exempt from Section 409A of the Internal Revenue Code under the "short term deferral rule" set forth in Treasury Regulations Section 1.409A-1(b)(4).

ARTICLE IV

Equity Plan

4.1Equity Plan.  The Committee may grant a Bonus Award under the Plan that provides that a percentage of the Bonus Award earned by the Participant would be paid in the form of restricted stock and/or stock option awards available to be issued under the Equity Plan (the "Equity Awards").  The grant date fair value of the Equity Awards, as determined in accordance with generally accepted accounting principles in the United States and computed on the date of grant, would equal such designated percentage of the Bonus Award earned by the Participant.  The Equity Awards would be: (1) granted at the same time the Bonus Award is paid pursuant to Section 3.4; (2) evidenced by an Award Agreement (as defined in the Equity Plan); and (3) subject to the terms and conditions (including any vesting conditions) of the Equity Plan and any underlying Award Agreement(s).

ARTICLE V

Amendments and Termination

5.1Right to Amend or Terminate.  The Committee may amend or terminate this Plan at any time without the consent of any Participants, provided, however, that the Committee may not reduce the amount of the Bonus Award already earned by any Participant in any Plan Year without the Participant's consent.

ARTICLE VI

Miscellaneous

6.1Binding Effect. This Plan shall be binding on the Participants, the Bank, the Company and their beneficiaries, survivors, executors, successors, administrators and transferees.

6.2No Guarantee of Employment. This Plan is not an employment policy or contract. It does not give any Participant the right to remain an employee of the Bank, nor does it interfere with the Bank's right to discharge the Participant. It also does not interfere with the Participant's right to terminate employment at any time.

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6.3Non-Transferability. Bonus Awards under this Plan cannot be sold, transferred, assigned, pledged, attached, or encumbered in any manner.

6.4Applicable Law. The Plan and all rights hereunder shall be governed by the laws of the State of Iowa, except to the extent preempted by the laws of the United States of America.

6.5Entire Agreement. This Plan and the Equity Plan, as applicable, constitutes the entire agreement between the Bank and each Participant as to the subject matter hereof. No rights are granted to the Participant by virtue of this Plan other than those specifically set forth herein.

6.6Administration. The Committee shall have powers which are necessary to administer this Plan, including but not limited to:

(a)Interpreting the provisions of the Plan;

(b)Determine the persons eligible to participate in the Plan;

(c)Maintaining a record of benefit payments; and

(d)Establishing rules and prescribing any forms necessary or desirable to administer the Plan.

[Signature Page to Follow]

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IN WITNESS WHEREOF, the Bank has executed this Plan on the date set forth below.

		WCF FINANCIAL BANK
December 19, 2018	By:	/s/ Michael R. Segner
Date		Chief Executive Officer

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EX-10.2

EXHIBIT 10.2

Bonus Award

Granted by

under the

WCF FINANCIAL BANK

EXECUTIVE ANNUAL INCENTIVE PLAN

This award agreement (“Award Agreement” or “Agreement”) is and will be subject in every respect to the provisions of the WCF Financial Bank Executive Annual Incentive Plan (the “Plan”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement.  A copy of the Plan has been provided or made available to each person granted a Bonus Award pursuant to the Plan.  The recipient of this Bonus Award (the “Participant”) hereby accepts this Bonus Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Company and/ or the Bank (“Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns.  Capitalized terms used herein but not defined will have the same meaning as in the Plan.

1.Name of Participant.______________________________________________________

2.Plan Year. ______________________________________________________________

3.Plan Year Base Salary. ____________________________________________________

4.Bonus Award Matrix:

		Award as a % Base Salary
Performance Objective	Weight	Below Threshold	Threshold	Target	Above Target	Maximum & Above
		0%
		0%
		0%
		0%
		0%
Totals	100%	0%

5.% of Bonus Award Paid in the Form of Stock Options Under the Equity Plan: __________.

6.% of Bonus Award Paid in the Form of Restricted Stock Under the Equity Plan:__________.

[Signature Page Follows]

IN WITNESS WHEREOF, the Bank has caused this Agreement to be executed in its name and on its behalf as of the date of grant of this Bonus Award set forth above.

WCF FINANCIAL BANK

By:_____________________

Its:_____________________

PARTICIPANT’S ACCEPTANCE

The undersigned hereby accepts the foregoing Bonus Award and agrees to the terms and conditions hereof, including the terms and provisions of the Executive Annual Incentive Plan.

PARTICIPANT

_________________________

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