Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed in the Current Report on Form 8-K filed by Marlin
Services Business Corp. (the "Company") with the United States Securities and
Exchange Commission on August 1, 2019, Edward R. Dietz stepped down from his
position as the Company's Senior Vice President, General Counsel and Corporate
Secretary effective December 31, 2019. Mr. Dietz entered into a separation and
general release agreement that describes the benefits to which he will be
entitled in connection with his departure, which include payment of his target
annual incentive bonus for the Company's 2019 fiscal year under the Company's
Management Cash Incentive Plan. The separation and general release agreement
subjects Mr. Dietz to a twelve (12) month restrictive covenant containing
non-solicit provisions.
As previously announced on October 31, 2019 in the Company's third quarter 2019
earnings release, effective January 1, 2020, Ryan Melcher, age 40, formerly
Senior Vice President and Deputy General Counsel of the Company since
November 1, 2019, was appointed Senior Vice President, General Counsel and
Corporate Secretary of the Company. Mr. Melcher previously spent over five years
at PHH Corporation (formerly NYSE: PHH), where he most recently served as Vice
President, Deputy General Counsel and Corporate Secretary. Prior to joining PHH
in 2013, Mr. Melcher spent nearly a decade practicing law at the law firm of
Lowenstein Sandler LLP.
Mr. Melcher is eligible to participate in the Marlin Business Services Corp.
2019 Equity Compensation Plan, pursuant to which he may in the future be granted
certain long-term incentive compensation awards, as well as the Company's
Management Cash Incentive Plan, pursuant to which Mr. Melcher has been granted,
and may in the future be granted, certain annual cash incentive awards.
Mr. Melcher is a Tier II participant in the Company's Severance Pay Plan for
Senior Management (previously filed with the Securities and Exchange Commission
on August 5, 2015 as an exhibit to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2015) whereby Mr. Melcher will be eligible to
receive benefits in the event of certain involuntary termination circumstances,
subject to the terms and conditions described in the plan. Mr. Melcher is also
eligible to participate in the Company's benefits programs, subject to the terms
and conditions of each program, and as described in the plan documents and
summary plan descriptions.
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