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Item 5 - Other Information
9 Months Ended
Sep. 30, 2023
Notes to Financial Statements  
Issuer Rule 10b5-1, Material Terms [Text Block]

ITEM 5. OTHER INFORMATION

 

(a) The information below is reported in lieu of information that would be reported pursuant to a Current Report on Form 8-K filed with the Commission during the period under Items 5.02 and 5.03.

 

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

As previously disclosed by the Corporation in the Current Report on Form 8-K as filed with the SEC on October 26, 2023, the Corporation announced that Jay P. McConie, Executive Vice President and Chief Financial Officer of the Corporation, will step down from the position of Chief Financial Officer effective December 1, 2023 and Mr. McConie will remain with the Corporation as an Executive Vice President through December 31, 2023. Mr. McConie’s resignation from the Corporation and the Bank, effective December 31, 2023, is not the result, in whole or in part, of any disagreement with the Corporation’s or Bank’s management.

 

In connection with his resignation, the Corporation, the Bank and Mr. McConie entered into a Resignation and Consulting Agreement dated as of October 26, 2023 (the “Consulting Agreement). The initial term of the Consulting Agreement is three months and thereafter it will continue on a month-to-month basis unless either party provides notice of termination. Under the Consulting Agreement, Mr. McConie’s employment agreement with the Corporation and Bank will terminate as of December 31, 2023 and Mr. McConie will not be entitled to any payments or benefits under the employment agreement. Under the Consulting Agreement, Mr. McConie will receive the following benefits in connection with consulting services that he will provide to the Corporation and Bank: (i) a monthly consulting fee of $25,000 for January, February and March of 2024, payable monthly in arrears, (ii) thereafter, monthly payments of $10,000, which shall be paid monthly in arrears, until either party terminates the Consulting Agreement. A copy of the Resignation and Consulting Agreement is attached as Exhibit 10.1 to this Quarterly Report on Form 10-Q.

 

In connection with the foregoing, the Corporation also announced on October 26, 2023 that Janet T. Verneuille, the Corporation's current Executive Vice President and Chief Risk Officer, will succeed Mr. McConie as Chief Financial Officer and will be promoted to Senior Executive Vice President, effective December 1, 2023. Information as to the age, background and business experience of Ms. Verneuille is incorporated by reference to page 14 of the Corporation's proxy statement dated March 9, 2023 (the "Proxy Statement") (under "Management"), relating to the 2023 Annual Meeting of Stockholders ("2023 Annual Meeting"), as filed with the SEC. Information as to the employment agreement between the Corporation, the Bank and Ms. Verneuille is incorporated by reference to pages 29 and 30 of the Proxy Statement (under "Employment Agreements"), relating to the 2023 Annual Meeting, as filed with the SEC.

 

(c) Securities Trading Plan of Directors and Executive Officers

 

During the three months ended September 30, 2023, none of the directors or executive officers of the Corporation adopted or terminated any contract, instruction or written plan for the purchase of the Corporation's securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement."