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.
(b), (c) On August 25, 2022, Community Bank System, Inc. (the “Company”) and its wholly-owned subsidiary, Community Bank, N.A. (the “Bank”), announced that that Joseph F. Serbun, President, Retail Banking, has decided to retire after more than 14 years of service with the Company. Mr. Serbun joined the Bank in January 2008 as Vice President and Commercial Team Leader, and was named to the executive management committee in 2010. Since 2010, he has served in important senior management roles including Chief Credit Officer, Chief Banking Officer, and President, Retail Banking, playing an instrumental role in the Bank’s growth and success. Mr. Serbun will retire from his position effective as of September 30, 2022.
In addition, the Company has announced that Dimitar Karaivanov, Executive Vice President (“EVP”) of Financial Services and Corporate Development has been appointed as the Company’s and the Bank’s EVP and Chief Operating Officer effective October 1, 2022. In his role as EVP and Chief Operating Officer, Mr. Karaivanov will have oversight responsibilities for all banking, wealth management, employee benefit services, and insurance operations and related business activities. Mr. Karaivanov will report to Mark E. Tryniski, the Company’s and the Bank’s President and Chief Executive Officer.
Mr. Karaivanov, age 40, has served as the Company’s and the Bank’s EVP of Financial Services and Corporate Development since June 2021. Prior to joining the Company, he served as Managing Director of Lazard Middle Market’s Financial Institutions Group from June 2018 through June 2021. Prior to Lazard, Mr. Karaivanov was the Managing Director of RBC Capital Markets’ Financial Institutions Group from April 2011 through June 2018.
For further details regarding the senior management changes, please refer to the Press Release, dated August 25, 2022, attached hereto as Exhibit 99.1, and incorporated by reference.
(e) In connection with Mr. Karaivanov’s promotion, his existing Employment Agreement has been amended, effective as of August 24, 2022, to reflect his position as EVP and Chief Operating Officer of the Company and the Bank, to update his duties in that role and to reflect an adjustment in his base salary to an annual rate of $525,000 as of October 1, 2022. The remaining terms of Mr. Karaivanov’s existing Employment Agreement are unchanged.
In connection with Mr. Serbun’s retirement, the Company and the Bank have entered into a Retirement Agreement, dated as of August 24, 2022 (the “Retirement Agreement”), pursuant to which, following Mr. Serbun’s execution (and non-revocation) of a release of claims and continued compliance with the Retirement Agreement, Mr. Serbun will be provided with (i) cash severance in an aggregate amount equal to one and one-half (1.5) times the sum of his base salary and expected Management Incentive Plan (“MIP”) payment for the 2022 plan year, and (ii) accelerated vesting of certain equity awards. In addition, the Company will transfer to Mr. Serbun ownership of the Company-owned automobile currently assigned to him for his use. Mr. Serbun will continue to be bound by the restrictive covenants in his existing employment agreement with the Company and the Bank (including a 1-year post-employment non-compete, a 2-year post-employment non-solicit of customers, employees, and service providers (including a no-hire), and a perpetual confidentiality covenant).
The foregoing descriptions of the Amendment to the Employment Agreement with Mr. Karaivanov and Retirement Agreement with Mr. Serbun do not purport to be complete and are qualified in their entirety by reference to the Amendment to the Employment Agreement and Retirement Agreement, attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated by reference.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits |
| 10.1 | Amendment to Employment Agreement, effective August 24, 2022, by and among Community Bank System, Inc., Community Bank, N.A., and Dimitar Karaivanov |
| 10.2 | Retirement Agreement, dated August 24, 2022, by and among Community Bank System, Inc., Community Bank, N.A. and Joseph F. Serbun |
| 99.1 | Press Release, dated August 25, 2022, issued by Community Bank System, Inc. |
| 104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
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.
| Community Bank System, Inc. | ||
| By: | /s/ Michael N. Abdo | |
| Name: Michael N. Abdo | ||
| Title: Executive Vice President and General Counsel | ||
Dated: August 26, 2022
EXHIBIT INDEX
| Exhibit No. | Description
| |
| 10.1 | Amendment to Employment Agreement, effective August 24, 2022, by and among Community Bank System, Inc., Community Bank, N.A., and Dimitar Karaivanov | |
| 10.2 | Retirement Agreement, dated August 24, 2022, by and among Community Bank System, Inc., Community Bank, N.A. and Joseph F. Serbun. | |
| 99.1 | Press Release, dated August 25, 2022, issued by Community Bank System, Inc. | |
| 104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |