| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 8, 2019, Richard E. Herrington entered into an Executive Transition Agreement with Franklin Financial Network, Inc. (the “Holding Company”) and Franklin Synergy Bank, a wholly-owned subsidiary of the Holding Company (the “Bank” and, together with the Holding Company, the “Company”), pursuant to which Mr. Herrington retired from his position as an executive officer of the Company and a member of the Board of Directors (the “Board”), in each case effective as of March 8, 2019. Mr. Herrington has also agreed to remain an employee of the Company through September 8, 2019 to provide services to the Company on a transitional basis.
The Executive Transition Agreement provides that Mr. Herrington will receive, in exchange for his release of all potential claims against the Company, a payment of the gross amount of $1,322,018.00. Mr. Herrington also will receive a payment of $661,009.00 pursuant to the terms of his Confidentiality,Non-Competition, andNon-Solicitation Agreement dated as of January 29, 2014, and, pursuant to the terms of his Employment Agreement with the Bank dated as of January 29, 2014, all of his outstanding, unvested equity awards will become fully-vested on September 8, 2019. The foregoing description of the Executive Transition Agreement is qualified in its entirety by reference to the full text of the Executive Transition Agreement, which is attached to this Current Report on Form8-K as Exhibit 10.1 and incorporated herein by reference.
On March 8, 2019, the Board appointed J. Myers Jones, III to serve as interim Chief Executive Officer of the Company while the Board conducts a search for the Company’s next Chief Executive Officer and appointed Lee Moss to serve as interim President of the Holding Company.
Mr. Jones, age 68, previously served as the Bank’s Executive Vice President and Chief Credit Officer, positions he has held since 2011. Mr. Jones has more than 40 years of local community banking experience, most recently with Cadence Bank in Franklin, Tennessee, where he served as Executive Vice President of Commercial Lending. Prior to his service at Cadence Bank, Mr. Jones served as President and CEO of Franklin National Bank in Franklin, Tennessee, for 13 years prior to Franklin National’s acquisition by Fifth Third Bank. In addition to Franklin National Bank and Cadence Bank, Mr. Jones was instrumental in the success of several other area banks, including Sovran Bank and Commerce Union Bank. Mr. Jones is a graduate of Austin Peay State University in Clarksville, Tennessee and the Herbert V. Prochnow Graduate School of Banking at the University of Wisconsin in Madison, Wisconsin. In addition, Mr. Jones is a graduate of the ABA National Commercial Lending School at the University of Oklahoma.
Mr. Moss, age 67, is President of the Bank and a director of the Bank since July 1, 2014. Mr. Moss was the Chairman and Chief Executive Officer of MidSouth from its inception in 2003 until the Holding Company’s acquisition of MidSouth effective July 1, 2014. He served on MidSouth’s Loan and Executive Committee (Executive Chairman), Trust Committee (Chairman), Executive Leadership Committee (Chairman) and the Asset/Liability Committee. In 1973, Mr. Moss graduated from the University of Tennessee with a Bachelor of Science degree, majoring in Banking. He graduated from the National Commercial Lending School in 1978 and the Graduate School of Banking of the South in 1983. Mr. Moss worked for Valley Fidelity Bank in Knoxville for one year after graduating from the University of Tennessee, and then worked 28 years with Third National Bank/SunTrust Bank in Nashville. He served in numerous leadership capacities in both the Retail and Commercial divisions of the bank, and in January 1995, he moved to Murfreesboro where he served as Regional President, overseeing Rutherford and Wilson Counties. In January 2003, Mr. Moss served as one of the organizers for MidSouth. Since moving to Murfreesboro, Mr. Moss formerly served as Chair of St. Thomas Rutherford Hospital’s Board and currently serves as Chair-Elect of Tennessee Bankers Association, member of Saint Thomas Health Services Board in Nashville, Business Education Partnership Board, and as a Sunday School teacher and Administrative board member for First United Methodist Church. Mr. Moss is a graduate of Leadership Rutherford and Leadership Middle Tennessee.
Neither Mr. Jones nor Mr. Moss has a family relationship with any of the current officers or directors of the Company. There is no currently proposed transaction, and since the beginning of fiscal year 2018 there has not been any transaction, involving the Company and either of Messrs. Jones or Moss which was a related person transaction within the meaning of Item 404(a) of RegulationS-K.
