Fidelity Southern Corporation (NASDAQ:LION) 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
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Fidelity Southern Corporation (the Company) announced on June 23,
2017, that its Board of Directors had appointed Charles D.
Christy to serve as Executive Vice President and Chief Financial
Officer (Principal Financial and Accounting Officer) of the
Company and its subsidiary, Fidelity Bank (the Bank), effective
June 26, 2017.
Mr. Christy joins the Company from CoastalSouth Bancshares, Inc.
(CSB), where he was the Executive Vice President and Chief
Financial Officer for the past seven years. Prior to joining CSB,
Mr. Christy was the Chief Financial Officer of Citizens Republic
Bancorp (CRBC), a large regional bank with over 240 branches in
four states. He was with CRBC for over eight years as it grew to
over $14 billion in assets. Prior to joining CRBC, Mr. Christy
was with Bank One for over 12 years holding a number of key
leadership positions as either Chief Financial Officer or
Treasurer in divisions and key lines of business while Bank One
grew from $30 billion to over $285 billion in assets. Before
joining Bank One, Mr. Christy spent seven years in healthcare
consulting with Deloitte Touche and served as controller in a
privately-held manufacturing operating for five years in
Cincinnati.
Mr. Christy will receive a signing bonus of $100,000 in
consideration of his agreement to serve as Executive Vice
President and Chief Financial Officer (Principal Financial and
Accounting Officer) of the Company and the Bank. Mr. Christy will
also receive an annual base salary of $360,000 and will be
eligible to participate in Companys long-term incentive
compensation plan, and all of its employee benefit plans,
policies, and arrangements that are applicable to other senior
executive officers of the Company. The Company will also enter
into a change in control agreement with Mr. Christy upon terms
substantially similar to those with other senior executives of
the Company. Further information about the Companys executive
compensation, incentive plans, benefits, and change in control
agreements is included in the Companys most recent proxy
statement filed on March 23, 2017.
The current Chief Financial Officer of the Company and the Bank,
Stephen H. Brolly, who has been with the Company and the Bank for
11 years, will resign from his positions effective June 26, 2017
and transition to be Executive Vice President of Finance of the
Bank. In connection with Mr. Brollys transition, the Company, the
Bank and Mr. Brolly entered into an agreement to which he will be
entitled to his base compensation through at least January 1,
2018. If Mr. Brolly does not resign from the Company prior to
January 1, 2018, he will also be entitled to any incentive
compensation payable with respect to 2017, 8,333 shares of
restricted stock previously granted to Mr. Brolly under the
Companys employee stock plan will remain outstanding and vest in
January 2018, and he will be paid 60% of his accrued benefit
under the Salary Continuation Agreement, effective January 1,
2015, by and between Mr. Brolly and Fidelity Bank (the SERP) as
provided in that document as of May 21, 2018.
| Item 7.01 | Regulation FD Disclosure. |
On June 23, 2017, the Company issued a press release announcing
the appointment of Mr. Christy as Executive Vice President and
Chief Financial Officer of the Company and the Bank, as well as
Mr. Brollys transition from such positions to an officer of the
Bank, effective June 26, 2017. A copy of the press release is
attached hereto as Exhibit 99.1. The information provided in
Exhibit 99.1 shall not be deemed filed for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the Exchange
Act) or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in
such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits | |
| Exhibit No. | Description | |
| 99.1 | Press release, dated June 23, 2017 |
FIDELITY SOUTHERN CORP ExhibitEX-99.1 2 t1700402_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Contact:Martha Fleming,…To view the full exhibit click here About Fidelity Southern Corporation (NASDAQ:LION)
Fidelity Southern Corporation is a bank holding company. The Company operates in the community banking segment. It conducts its operations through its subsidiary bank, Fidelity Bank (the Bank). The Bank provides various financial products and services for retail customers and small to medium-sized businesses, primarily in Atlanta and Jacksonville, Orlando and Sarasota-Bradenton, Florida markets. It also conducts indirect automobile lending, residential mortgage lending and Small Business Administration (SBA) lending activities in over 10 states. It is primarily engaged in attracting deposits from individuals and businesses and using these deposits and borrowed funds to originate commercial, residential mortgage, construction and installment loans. The Company’s subsidiary, LionMark Insurance Company is an insurance agency that offers consumer credit related insurance products.