MB Bancorp, Inc. (OTCMKTS:MBCQ) 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) and (c)
As previously reported, effective December 19, 2016, MB Bancorp,
Inc. (the Company) and Madison Bank of Maryland (the Bank)
appointed John Wright as Executive Vice President and Chief
Financial Officer of the Company and the Bank. Upon the
effectiveness of Mr. Wrights appointment as Executive Vice
President and Chief Financial Officer of the Company and the
Bank, Ms. Robin L. Taylor resigned from her position as Chief
Financial Officer of the Company and the Bank, but will continue
her employment with the Bank.
(d) On December 20, 2016, the Board of Directors of the Company
the Bank appointed Nicole N. Glaeser and Louis J. Vigliotti to
the Boards of Directors of the Company and the Bank.
Ms. Glaeser has served as Budget Director, Baltimore County
Police Department since 1988, where she prepares, administers and
manages an operating budget in excess of $200 million and $11
million in grant funds. She supervises a staff that is
responsible for a $185 million payroll, expenditure approval and
accounting for operating budget and grant funds. From 1993 until
2015, Ms. Glaeser also served on the Boards of Directors of
Patapsco Bancorp, Inc. and Patapsco Bank. Her service on those
boards also included time serving as Chair of Audit Committee of
those boards. She has a bachelors degree in Business
Administration from Loyola College, an Masters Degree of Business
Administration from Loyola College and received her Juris
Doctorate from the University of Maryland School of Law. As a
budget director, an attorney, a CPA, and a former member of the
boards of directors of a bank and its public company holding
company, Ms. Glaeser provides the Board with important knowledge
and insight necessary to guide the Company and its management
through the various issues facing financial institutions.
Mr. Vigliotti, is the former Senior Managing Director for GE
Capital Markets, Inc., in which capacity he served as head of the
Equipment Syndication area for GE Capital Americas from 2009
until 2016. That business worked with various entities of GE
Capital and provided syndication and placement services. From
1991 until 2000, Mr. Vigliotti served as a Managing Director of
GE Capital Markets, Inc. In 2000 he left GE Capital to serve as
Executive Vice President, and then Interim President and Chief
Executive Officer, of LENDX, a start-up business-to-business
lending exchange, where he provided strategic and organizational
leadership for the Financial Services Division. After
successfully assisting LENDX in raising equity and on its
conversion to software development, Mr. Vigliotti rejoined GE
Capital Markets to oversee a specialty finance area from 2003
until 2009. He is a graduate of Indiana University of
Pennsylvania, receiving his B.S. degree in Business
Administration with a concentration in Accounting. He is a past
trustee of the Equipment Leasing and Finance Foundation and
served four years on the Board of Directors and the Executive
Committee of the Equipment Leasing and Finance Association.
Mr.Vigliottis career has provided him with substantial experience
in managing financial operations. His expertise will give the
Board of Directors additional skills in financial oversight, risk
management and strategic planning.
As independent directors, Ms. Glaeser and Mr. Vigliotti will each
receive the customary fees and benefits for their service on the
Banks Board of Directors and the Committees thereof. There are no
transactions since the beginning of the Companys last fiscal
year, or any currently proposed transaction, in which the Company
was or is to be a participant and the amount involved exceeds
$120,000, and in which either Ms. Glaeser or Mr. Vigliotti had or
will have a direct or indirect material interest.
(e) On December 19, 2016, the Bank entered into a change in
control agreement with John M. Wright, Executive Vice President
and Chief Financial Officer of the Bank and the Company. The
change in control agreement provides for a two-year term. The
Board of Directors of the Bank may extend the term of the
agreement annually following a review of the agreement and the
executives job performance.
Under the terms of the change in control agreement, if within one
year before or after a change in control of the Company or the
Bank, Mr. Wrights employment is involuntarily terminated for
reasons other than just cause (as defined in the agreement) or
Mr. Wright elects to terminate his employment for good reason (as
defined in the agreement), Mr. Wright will receive a lump sum
cash payment equal to three times his then current base salary,
or his base salary as of the date of the change in control,
whichever is greater. In addition, the agreement provides for
post-termination health and dental insurance coverage for a
period of 12 months following termination of employment or, if
earlier, the executives death or attainment of age 65. The
agreement insures that payments made and benefits afforded to the
executive under the agreement and otherwise will not exceed their
280G Limits.
The agreement also provides that the Company will guarantee the
Banks obligations under Mr. Wrights change in control agreement.
A copy of Mr. Wrights change in control agreement is attached as
Exhibit 10.1 to this Form 8-K and is incorporated herein by
reference in its entirety.
| Item 9.01 | inancial Statements and Exhibits |
| (d) | Exhibits |
| Number | Description |
| 10.1 |
Change in Control Agreement by and between Madison Bank of Maryland, MB Bancorp, Inc. (as Guarantor) and John M. Wright |
About MB Bancorp, Inc. (OTCMKTS:MBCQ)
MB Bancorp, Inc. (OTCMKTS:MBCQ) Recent Trading Information
MB Bancorp, Inc. (OTCMKTS:MBCQ) closed its last trading session 00.00 at 14.70 with 300 shares trading hands.