ITEM 5.02 – DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(c)
On April 26, 2023, each of the Registrant and Hanover Community Bank, the Registrant’s wholly owned bank subsidiary (the “Bank”), appointed McClelland “Mac” W. Wilcox as President. Mr. Wilcox previously served as the Registrant’s and the Bank’s Senior Executive Vice President, Chief Lending and Revenue Officer. The table below sets forth certain information about Mr. Wilcox:
| | | | |
Name and Position | Age | Principal Occupation for the Past Five Years | Officer Since | Term Expires |
| | | | |
McClelland W. Wilcox, President of the Registrant and the Bank | 51 | Senior Executive Vice President, Chief Lending and Revenue Officer (May 2021 – April 2023); Previously President and CEO of Savoy Bank | 2021 | N/A(1) |
(1) Officers serve at the pleasure of the Board of Directors
There are no arrangements or understandings between Mr. Wilcox and any other persons pursuant to which Mr. Wilcox was selected as President of the Registrant and the Bank. Mr. Wilcox has no family relationship with any other director or executive officer of the Registrant or the Bank, nor with any person nominated or chosen to serve as a director or executive officer of the Registrant or the Bank. Mr. Wilcox is not a director of any company with a class of securities registered pursuant to section 12, of the Securities Exchange Act of 1934, as amended (the “Act”), subject to the requirements of section 15(d) of the Act, or of any company under the Investment Company Act of 1940.
There are no “related party transactions” between Mr. Wilcox and the Registrant or the Bank that require disclosure.
In connection with the foregoing, Mr. Wilcox and the Bank entered into that certain Second Amended and Restated Employment Agreement dated as of April 27, 2023. This agreement restates that certain Amended and Restated Employment Agreement dated as of August 27, 2020, except:
| ● | In the event of a termination without cause, Mr. Wilcox’s is now entitled to: |
| o | two (2.0) times the sum of his (i) then current base salary, (ii) the highest cash bonus payment paid to him over the previous three years, and (iii) the highest full grant date value of any equity award granted over the previous three years (if any); and |
| o | Twenty four months continuation of Mr. Wilcox’s hospital, health, medical and life insurance, and any other like benefits. |
| ● | In the event of a change in control Mr. Wilcox’s is now entitled to: |
| o | 2.99 times the sum of his (i) then current base salary, (ii) the highest cash bonus payment paid to him over the previous three years, and (iii) the highest full grant date value of any equity award granted over the previous three years (if any); and |
| o | Thirty six months continuation of Mr. Wilcox’s hospital, health, medical and life insurance, and any other like benefits. |
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Agreement attached hereto as Exhibit 10.1.
SECTION 8.01 – OTHER EVENTS
On April 27, 2023, the Registrant issued a press release with respect to the matters set forth in Item 5.02, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
