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

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 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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Employment Agreements

On March 8, 2018, Fidelity Southern Corporation ("Fidelity Southern") and Fidelity Bank (the "Bank"), a wholly owned subsidiary of Fidelity Southern, entered into an employment agreement with James B. Miller, Jr. as Chairman and Chief Executive Officer of Fidelity Southern and Chairman of the Bank for a three-year period commencing January 1, 2018. The employment agreement is in substantially the same form and contains substantially the same terms and conditions as the agreement with Miller that expired on December 31, 2017 with certain changes as described below.

The employment agreement provides for an annual base salary of $800,000 per year and incentive compensation. The Compensation Committee has determined that Miller will be eligible for incentive compensation as determined by the Compensation Committee following its evaluation of corporate and individual performance during the applicable calendar year. The Compensation Committee will evaluate Fidelity’s and Miller’s performance relative to Company performance against pre-established financial goals in its determination of incentive compensation to be paid. The employment agreement eliminates the excise tax gross-up provisions for purposes of Code Section 280G that were part of the expired agreement.

Also on March 8, 2018, Fidelity Southern and the Bank entered into an employment agreement with H. Palmer Proctor, Jr. as President of Fidelity Southern and President and Chief Executive Officer of the Bank for a three-year period commencing January 1, 2018. The employment agreement is in substantially the same form and contains substantially the same terms and conditions as the agreement with Proctor that expired on December 31, 2017 with certain changes as described below.

The employment agreement provides for an annual base salary of $500,000 per year and incentive compensation. The Compensation Committee has determined that Proctor will be eligible for incentive compensation as determined by the Compensation Committee following its evaluation of corporate and individual performance during the applicable calendar year. The Compensation Committee will evaluate Fidelity’s and Proctor’s performance relative to Company performance against pre-established financial goals in its determination of incentive compensation to be paid. The employment agreement eliminates the excise tax gross-up provisions for purposes of Code Section 280G that were part of the expired agreement.

Also on March 8, 2018, Fidelity Southern and the Bank entered into amendments to existing executive continuity agreements entered into with Charles D. Christy, Chief Financial Officer of Fidelity Southern and the Bank, and David Buchanan, Executive Vice President of Fidelity Southern and the Bank. The amendments eliminate the excise tax gross-up provisions for purposes of Code Section 280G that were part of the executive continuity agreements executed with Christy effective June 26, 2017 and with Buchanan effective January 1, 2015.


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.

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