Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On January 19, 2021, the Boards of Directors of 1895 Bancorp of Wisconsin, Inc.
(the "Company") and PyraMax Bank, FSB (the "Bank") appointed David R. Ball as
President and Chief Operating Officer of the Company and the Bank, effective
February 22, 2021. Mr. Ball, age 52, had previously served as Managing
Director/Group Head of BMO Harris Bank Financial Institutions Group since 2004.
On January 25, 2021, the Company issued a press release announcing Mr. Ball's
appointment. A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K.
On January 19, 2021, the Bank and Mr. Ball executed an Employment Offer Letter.
The Employment Offer Letter sets forth the basic terms and benefits of
Mr. Ball's employment as President and Chief Operating Officer of the Company
and the Bank. Pursuant to the Employment Offer Letter, Mr. Ball will receive a
$100,000 signing bonus upon entering into an employment agreement with the Bank.
Mr. Ball will also be granted 11,436 restricted stock awards and 28,350 stock
options to purchase Company common stock within 30 days of beginning employment
with the Company and the Bank.
On January 19, 2021, the Bank entered into an employment agreement with
Mr. Ball. Mr. Ball's employment agreement has an initial term of three years. At
least 30 days prior to the anniversary date of the agreement and each
anniversary date thereafter, the disinterested members of the Board of Directors
must conduct a comprehensive performance evaluation and affirmatively approve
any extension of the agreement for an additional year or determine not to extend
the term of the agreement.
The employment agreement provides for an annual base salary of $290,000. The
base salary may be increased, but not decreased (other than a decrease which is
applicable to all senior officers). In addition, Mr. Ball is eligible for an
annual performance based bonus with a bonus potential equal to 30% of his base
salary, the possibility of a discretionary bonus, as well as other benefit plans
that are made available to management employees. In addition, Mr. Ball will be
entitled to 300 hours of paid time off each year. Mr. Ball's employment
agreement also provides that the Bank will pay the cost of initiation fees and
membership fees for Mr. Ball to join Westmoor Country Club in the State of
Wisconsin. Mr. Ball will be reimbursed for all reasonable business expenses
incurred.
In the event of involuntary termination of employment for reasons other than
cause, disability or death, or in the event of the executive's resignation for
"good reason," Mr. Ball will receive a severance payment equal to the base
salary and bonus(es) that he would have earned during the remaining term of the
employment agreement, payable in a lump sum within 30 days following termination
of employment. In addition, Mr. Ball will be entitled to continued life
insurance and non-taxable medical and dental insurance coverage, at the Bank's
expense, substantially comparable to his coverage prior to termination. For
purposes of the employment agreement, "good reason" is defined as: (i) the
failure to appoint or re-elect the executive to his executive position or a
material change in executive's function, duties, or responsibilities, which
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change would cause his position to become one of lesser responsibility,
importance, or scope; (ii) a relocation of the executive's principal place of
employment by more than 35 miles from his principal place of employment as of
the initial effective date of the employment agreement; (iii) a material
reduction in benefits and perquisites, including base salary (except for any
reduction that is part of a good faith, overall reduction of such benefits
applicable to all officers or employees of the Bank); (iv) a liquidation or
dissolution of the Bank; or (v) a material breach of the employment agreement by
the Bank. In order to be entitled to the termination benefit set forth above,
Mr. Ball will be required to enter into a release of claims against the Company
and the Bank.
In the event of involuntary termination of employment other than for cause,
disability or death, or in the event of resignation for "good reason," following
the effective date of a change in control of the Company or the Bank, Mr. Ball
will be entitled to (in lieu of the payments and benefits described in the
previous paragraph) a severance payment equal to three times the sum of (i) his
highest rate of base salary payable at any time under the agreement, plus
(ii) his highest bonus from the prior three completed fiscal years. Such payment
will be payable in a lump sum within 10 days following the date of termination.
In addition, Mr. Ball would be entitled, at the Bank's (or its successor's)
expense, to the continuation of substantially comparable life insurance
and non-taxable medical and dental insurance coverage for 36 months following
termination.
Should Mr. Ball become disabled, he will be entitled to disability benefits, if
any, provided under a long-term (or short-term) disability plan sponsored by the
Bank and will receive substantially comparable non-taxable medical and dental
benefit coverage until the earlier of (i) the date he returns to full-time
employment at the Bank, (ii) the date he is employed full-time by another
employer, or (iii) 12 months from the date of executive's termination due to
disability. In the event of death while employed, his estate or beneficiary will
be paid his base salary for six months following death, and his family will
continue to receive non-taxable medical and dental coverage for 12 months after
his death.
Upon any termination of employment (other than a termination in connection with
a change in control), Mr. Ball will be required to adhere to a
one-year non-competition covenant. In addition, Mr. Ball will be prohibited for
a period of one year from (i) soliciting employees of the Bank or any affiliate
for the purpose of having such person(s) terminate employment with the Bank or
its affiliates and provide services or accept employment with a competing
business, and (ii) contacting any person or entity to which the Company, Bank or
subsidiary sold any product or services, or which Mr. Ball solicited, contacted
or otherwise dealt with on behalf of the Company, Bank or a subsidiary within
one year of his termination or which he was aware was a client of the Company
Bank or subsidiary at the time of his termination. Mr. Ball also must maintain
and not disclose the confidential information of the Bank.
The foregoing descriptions of the Employment Offer Letter and Mr. Ball's
employment agreement are qualified in their entirety by reference to the
Employment Offer Letter, a copy of which is attached to this Current Report on
Form 8-K as Exhibit 10.1, and the employment agreement, a copy of which is
attached to this Current Report on Form 8-K as Exhibit 10.2.
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In connection with Mr. Ball's appointment, on January 19, 2021, Richard B. Hurd
resigned as President of the Company and the Bank effective February 22, 2021.
Mr. Hurd remains Chief Executive Officer of the Company and the Bank.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Shell Company Transactions. Not applicable.
(d) Exhibits.
Exhibit No. Exhibit
10.1 Employment Offer Letter, dated as of January 19, 2021, by and
between 1895 Bancorp of Wisconsin, Inc., PyraMax Bank, FSB and
David Ball
10.2 Employment Agreement, dated as of January 19, 2021, by and
between PyraMax Bank, FSB and David Ball
99.1 Press Release dated January 25, 2021
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