State Bank Financial Corporation (NASDAQ:STBZ) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Election of Chief Executive Officer
On April 26, 2017, the Board of Directors of State Bank Financial
Corporation (the Company), the holding company for State Bank and
Trust Company (the “Bank”), elected J. Thomas Wiley, Jr. as
Chief Executive Officer of the Company, effective June 1, 2017.
Mr. Wiley currently serves as the President and Vice Chairman of
the Company and Chief Executive Officer of the Bank, and will
continue to serve in those roles. Our current Chairman and Chief
Executive Officer Joseph W. Evans will continue to serve as
Chairman of both the Company and the Bank in both an executive
and board capacity, following Mr. Wiley’s succession to the
position of Chief Executive Officer of the Company on June 1,
2017.
Corporation (the Company), the holding company for State Bank and
Trust Company (the “Bank”), elected J. Thomas Wiley, Jr. as
Chief Executive Officer of the Company, effective June 1, 2017.
Mr. Wiley currently serves as the President and Vice Chairman of
the Company and Chief Executive Officer of the Bank, and will
continue to serve in those roles. Our current Chairman and Chief
Executive Officer Joseph W. Evans will continue to serve as
Chairman of both the Company and the Bank in both an executive
and board capacity, following Mr. Wiley’s succession to the
position of Chief Executive Officer of the Company on June 1,
2017.
Mr. Wiley, age 64, has served as Chief Executive Officer of the
Bank since January 2015, as President of the Company since
January 2013 and as a director of the Company and the Bank since
2010 (and as Vice Chairman of the boards of directors of the
Company and State Bank since 2013). Mr. Wiley also served as
President of the Bank from January 2013 until July 2015. Before
that, Mr. Wiley served as President and Chief Executive Officer
of Coastal Bankshares, Inc. and its subsidiary bank, The Coastal
Bank, from 2007 until November 2012.
Bank since January 2015, as President of the Company since
January 2013 and as a director of the Company and the Bank since
2010 (and as Vice Chairman of the boards of directors of the
Company and State Bank since 2013). Mr. Wiley also served as
President of the Bank from January 2013 until July 2015. Before
that, Mr. Wiley served as President and Chief Executive Officer
of Coastal Bankshares, Inc. and its subsidiary bank, The Coastal
Bank, from 2007 until November 2012.
In connection with his appointment to Chief Executive Officer of
the Company, the Company and Mr. Wiley did not enter into any
new, and did not amend any existing, compensatory arrangements,
nor did the Company make any additional grants or awards to Mr.
Wiley.
the Company, the Company and Mr. Wiley did not enter into any
new, and did not amend any existing, compensatory arrangements,
nor did the Company make any additional grants or awards to Mr.
Wiley.
A copy of the press release making these announcements is
attached to this Current Report on Form 8-K as Exhibit 99.1.
attached to this Current Report on Form 8-K as Exhibit 99.1.
Amended and Restated Employment Agreement for Joseph W. Evans
In connection with the management changes, on April 26, 2017, we
entered into an amended and restated employment agreement (the
“amended agreement”) with Mr. Evans to reflect the revised
terms of his employment. All references to “we,” “us” and
“our” in this Current Report on Form 8-K refer to the Company
and the Bank.
entered into an amended and restated employment agreement (the
“amended agreement”) with Mr. Evans to reflect the revised
terms of his employment. All references to “we,” “us” and
“our” in this Current Report on Form 8-K refer to the Company
and the Bank.
The amended agreement, which will become effective on June 1, 2017,
includes the following key provisions for Mr. Evans’ employment as
chairman:
includes the following key provisions for Mr. Evans’ employment as
chairman:
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His base salary will be reduced from $500,000 to $350,000
(which is subject to annual review by the Independent Directors Committee and may be increased from time to time). |
He will no longer be eligible to participate in the Company’s
annual cash incentive plan.
annual cash incentive plan.
He remains eligible to participate in our equity incentive
programs.
programs.
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He remains entitled to benefits available to senior
executives of the Company, including business and professional association reimbursements and paid vacation. |
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The amended agreement has a fixed term of three years
(unless extended by mutual agreement), provided that if a transaction that would constitute a “change in control” is announced before the end of the term, the term shall automatically be extended until the day following the closing or termination of that change in control transaction. (The definition of “change in control” was not changed in the amended agreement.) |
In addition, under the amended agreement, the provision regarding
modified “single trigger” change in control benefits has been
eliminated, and instead, his amended agreement provides him with
“double trigger” change in control benefits. This means that he
will receive severance benefits as a result of a change in control
only if he is terminated without cause or if he terminates his
employment for cause following a change in control. Specifically,
upon providing written notice, if, during the one-year period
commencing after a change in control (or in the event of an
anticipatory termination, the period commencing up to three months
prior to the consummation of a change in control), we terminate Mr.
Evans without cause or Mr. Evans terminates his employment for
cause, Mr. Evans will be entitled to receive a severance payment in
a lump sum equal to (a) his current annual base salary divided by
12, multiplied by (b) the number of months (including partial
months) from the effective date of his termination through the
unexpired portion of the term of the amended agreement or, if
greater, 24.
modified “single trigger” change in control benefits has been
eliminated, and instead, his amended agreement provides him with
“double trigger” change in control benefits. This means that he
will receive severance benefits as a result of a change in control
only if he is terminated without cause or if he terminates his
employment for cause following a change in control. Specifically,
upon providing written notice, if, during the one-year period
commencing after a change in control (or in the event of an
anticipatory termination, the period commencing up to three months
prior to the consummation of a change in control), we terminate Mr.
Evans without cause or Mr. Evans terminates his employment for
cause, Mr. Evans will be entitled to receive a severance payment in
a lump sum equal to (a) his current annual base salary divided by
12, multiplied by (b) the number of months (including partial
months) from the effective date of his termination through the
unexpired portion of the term of the amended agreement or, if
greater, 24.
If Mr. Evans employment is terminated in the absence of a change in
control (a) by the Bank and the Company other than for “cause,”
or (b) by Mr. Evans for “cause,” he will be entitled under the
amended agreement to receive a severance payment
control (a) by the Bank and the Company other than for “cause,”
or (b) by Mr. Evans for “cause,” he will be entitled under the
amended agreement to receive a severance payment
in a lump sum amount equal to his current base salary. Further,
as consideration for the amended non-competition and
non-solicitation provisions described below, he will also be
entitled to an additional payment equal to his current base
salary upon the expiration of the term of the amended agreement.
as consideration for the amended non-competition and
non-solicitation provisions described below, he will also be
entitled to an additional payment equal to his current base
salary upon the expiration of the term of the amended agreement.
The amended agreement provides for automatic termination of the
agreement upon death or permanent disability (as defined in the
amended agreement). Upon termination for permanent disability, he
will be paid an amount equal to his annual base salary divided by
12 for each full month until long term disability benefits become
payable, or if longer, six months.
agreement upon death or permanent disability (as defined in the
amended agreement). Upon termination for permanent disability, he
will be paid an amount equal to his annual base salary divided by
12 for each full month until long term disability benefits become
payable, or if longer, six months.
The amended agreement provides that during the term of his
employment and for 24 months following his termination of
employment he agrees not to compete with the Company and State Bank
within the Atlanta-Sandy Springs-Roswell, Georgia metropolitan
statistical area (“MSA”), the Athens-Clarke County, Georgia MSA,
the Gainesville, Georgia MSA, the Savannah, Georgia MSA, the Macon,
Georgia MSA, the Warner Robins, Georgia MSA, and the
Augusta-Richmond County, Georgia MSA. This non-competition
provision also applies to Mr. Evans for a period of 12 months
following his termination as a result of the expiration of the term
of the amended agreement. In addition, during the term of his
employment and for 24 months following his termination of
employment, including termination as a result of the expiration of
the term of the amended agreement, he agrees not to solicit any of
the Companys and the Banks customers with whom he had material
contact or employees of the Company and the Bank.
employment and for 24 months following his termination of
employment he agrees not to compete with the Company and State Bank
within the Atlanta-Sandy Springs-Roswell, Georgia metropolitan
statistical area (“MSA”), the Athens-Clarke County, Georgia MSA,
the Gainesville, Georgia MSA, the Savannah, Georgia MSA, the Macon,
Georgia MSA, the Warner Robins, Georgia MSA, and the
Augusta-Richmond County, Georgia MSA. This non-competition
provision also applies to Mr. Evans for a period of 12 months
following his termination as a result of the expiration of the term
of the amended agreement. In addition, during the term of his
employment and for 24 months following his termination of
employment, including termination as a result of the expiration of
the term of the amended agreement, he agrees not to solicit any of
the Companys and the Banks customers with whom he had material
contact or employees of the Company and the Bank.
The agreement not to compete and not to solicit customers or
employees does not apply if:
employees does not apply if:
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the Company and State Bank terminate his employment without
“cause;” or |
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he terminates his employment for “cause.”
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The foregoing description of the amended agreement does not
purport to be complete and is qualified in its entirety by
reference to the amended agreement, which is attached hereto as
Exhibit 10.1 and incorporated herein by reference.
purport to be complete and is qualified in its entirety by
reference to the amended agreement, which is attached hereto as
Exhibit 10.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit No.
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Exhibit
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10.1
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Second Amended and Restated Employment Agreement dated
April 26, 2017, by and among Joseph W. Evans, State Bank Financial Corporation and State Bank and Trust Company. |
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99.1
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Press Release dated April 27, 2017
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About State Bank Financial Corporation (NASDAQ:STBZ)
State Bank Financial Corporation is a bank holding company for State Bank and Trust Company (the Bank). The Bank is a Georgia-based state-chartered bank. The Company offers a range of community banking services to individuals and businesses within its markets. Its product line includes loans to small and medium-sized businesses (SMBs), residential and commercial construction and development loans, commercial real estate loans, farmland and agricultural production loans, residential mortgage loans, home equity loans, and consumer loans. It also offers a range of commercial and consumer demand, savings and time deposit products. The Company offers online banking and bill payment services, online cash management, safe deposit box, rentals, debit card and automatic teller machine (ATM) card services, and the availability of a network of ATMs for its customers. It operates over 25 full service banking offices. State Bank Financial Corporation (NASDAQ:STBZ) Recent Trading Information
State Bank Financial Corporation (NASDAQ:STBZ) closed its last trading session 00.00 at 26.86 with 152,570 shares trading hands.
