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): | January 2, 2024 | ( | January 1, 2024 | ) |
Northrim BanCorp, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
Alaska | 0-33501 | 92-0175752 | ||||||||||||
________________________ (State or other jurisdiction | _____________ (Commission | _________________ (I.R.S. Employer | ||||||||||||
of incorporation) | File Number) | Identification No.) | ||||||||||||
3111 C Street, | Anchorage, | Alaska | 99503 | |||||||||||
___________________________________ (Address of principal executive offices) | ___________ (Zip Code) |
Registrant’s telephone number, including area code: | 907- | 562-0062 |
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:
☐ 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))
Securities registered pursuant to Section 12(b) of the Act: None
TITLE OF EACH CLASS | TRADING SYMBOL | NAME OF EXCHANGE | ||||||
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 (§240.126-2 of this chapter).
Emerging growth company ☐
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.
(e) Effective January 1, 2024, the Compensation Committee of the Board of Directors of Northrim BanCorp, Inc. (the “Company”) and its wholly owned subsidiary, Northrim Bank (the “Bank”) (collectively, the “Employer”) deemed it appropriate that the Employer and each of the following named executive officers of the Company, Joseph M. Schierhorn, Chairman, President, Chief Executive Officer and Chief Operating Officer of the Company and Chairman and Chief Executive Officer of the Bank; Jed W. Ballard, Executive Vice President and Chief Financial Officer of the Company and the Bank; Michael G. Huston, President of the Bank; and Benjamin Craig, Executive Vice President and Chief Information Officer of the Bank, enter into a new employment agreement under which the provisions and terms remain, essentially, the same as their respective employment agreements that were in effect at December 31, 2023, except for certain changes to the employment agreement with Messrs. Schierhorn, Ballard, Huston, and Craig discussed below.
Mr. Schierhorn’s new employment agreement provides for an increase in base salary to $580,639.
Mr. Ballard’s new employment agreement provides for an increase in base salary to $353,404.
Mr. Huston’s new employment agreement provides for a base salary of $365,161.
Mr. Craig’s new employment agreement provides for a base salary of $284,606.
In addition, on January 1, 2024, the Employer entered into an employment with Amber Zins, Executive Vice President and Chief Operating Officer of the Bank. The employment agreement with Ms. Zins has an initial term ending on December 31, 2024, which term will be automatically extended for additional one-year terms unless at least 90 days prior to any January 1, either party gives notice of its intent not to extend such term or the employment agreement is terminated in accordance with its termination provisions. Ms. Zins is a named executive officer of the Company.
Under the terms of her employment agreement, Ms. Zins will receive an annual base salary of $309,798 as adjusted from time to time, and an annual contribution of 10% of her base salary to the Employer’s supplemental executive retirement plan. Ms. Zins is also eligible to participate in Company’s profit sharing plan, the Company’s stock incentive plan and the Employer’s deferred compensation plan. The Employer will also provide Ms. Zins with reasonable health insurance, disability and other employment benefits and Ms. Zins is eligible to participate in all of the Employer’s employee benefit programs. The Employer will also reimburse Ms. Zins for reasonable expenses incurred in performing and promoting the Employer’s business.
In the event of a "Change of Control", termination without "Cause" or termination by Ms. Zins for "Good Reason" (as such terms are defined in the employment agreement) within 730 days of such Change in Control, Ms. Zins shall be paid (i) all base salary earned and all reimbursable expenses incurred through such termination date, (ii) an amount equal to two times the highest base salary earned by Ms. Zins over the prior three years, and (iii) an amount equal to two times the average profit share paid to Ms. Zins over the prior three years. Additionally, the Employer will continue to provide Ms. Zins, at its expense, health and dental insurance benefits for a period of two years following termination of the employment agreement. If any “Change in Control” payments to which Ms. Zins is entitled pursuant to the employment agreement would otherwise constitute a “parachute payment” under Internal Revenue Code Section 280G, then pursuant to the terms of the employment agreement, such payments will be subject to reduction in an amount so that the present value of the total amount received by Ms. Zins will be 2.99 times her base amount (as defined in Internal Revenue Code Section 280G).
Ms. Zins is also subject to certain confidentiality, non-competition, non-solicitation and non-disparagement provisions pursuant to the terms of her employment agreement.
Copies of the employment agreements in their entirety for Messrs. Schierhorn, Ballard, Huston, and Craig, and Ms. Zins are filed herewith as Exhibits 10.1, 10.2, 10.3, 10.4, and 10.5 respectively.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements – not applicable
(b) Proforma financial information – not applicable
(c) Shell company transactions – not applicable
(d) Exhibit No. | Description | |||||||
10.1 | Employment agreement with Joseph M. Schierhorn dated January 1, 2024 | |||||||
10.2 | Employment agreement with Jed W. Ballard dated January 1, 2024 | |||||||
10.3 | Employment agreement with Michael G. Huston dated January 1, 2024 | |||||||
10.4 | Employment agreement with Benjamin Craig dated January 1, 2024 | |||||||
10.5 | Employment agreement with Amber Zins dated January 1, 2024 |
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.
Northrim BanCorp, Inc. | ||||||||||||||
January 2, 2024 | By: | /s/ Jed W. Ballard | ||||||||||||
Name: Jed W. Ballard | ||||||||||||||
Title: EVP, Chief Financial Officer |
Exhibit Index
Exhibit No. | Description | |||||||