PACIFIC MERCANTILE BANCORP (NASDAQ:PMBC) 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 Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
Election of New Director
On March 4, 2019, the Board of Directors (the “Board”) of Pacific Mercantile Bancorp (the “Company”) appointed Paul W. Taylor to serve as director of the Company, effective immediately. Mr. Taylor was also appointed as a member of the Board of Directors of the Company’s wholly-owned banking subsidiary, Pacific Mercantile Bank.
Mr. Taylor was appointed to serve on the Audit Committee of the Company Board, and was appointed to serve on the Audit Committee and Credit Policy Committees of the Bank Board. There are no arrangements or understandings between Mr. Taylor and any other persons to which such person was selected as a director. There are also no family relationships between Mr. Taylor and any director or executive officer of the Company. Mr. Taylor has more than 33 years of experience in the banking industry and was most recently the CEO of Guaranty Bank and Trust Company in Denver, Colorado, which was acquired by Independent Bank Group, Inc. in January of this year.
Subject to approval by the Board, Mr. Taylor will participate in the current director compensation arrangements applicable to non-employee directors. Under the terms of those arrangements, effective upon Board approval, Mr. Taylor will receive the annual retainer of $60,000 paid to all non-employee directors, pro-rata for the number of months he will serve during 2019. A total of 70% of the annual retainer will be paid in cash, in substantially equal monthly installments, and the remainder of the retainer will be paid in the form of a restricted stock award (the number of restricted shares subject to the award will be determined by dividing such remaining retainer amount by the market value of the Company’s common stock on the date of grant). The restricted stock award will vest in full on the one-year anniversary of its grant date. The Company will also enter into its standard form of indemnification agreement with Mr. Taylor.
Item 7.01Regulation FD Disclosure
On March 5, 2019, the Company issued a press release announcing the appointment of Mr. Taylor to the Company’s Board of Directors. A copy of that press release is attached as Exhibit 99.1 to this Current Report.
In accordance with General Instruction B. 2 of Form 8-K, the information in this Item 7.01 of this Current Report and Exhibit 99.1 hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall such information or that Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
PACIFIC MERCANTILE BANCORP Exhibit
EX-99.1 2 ex991pressreleasenewdirect.htm EXHIBIT 99.1 Exhibit Exhibit 99.1949 South Coast Drive,…
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About PACIFIC MERCANTILE BANCORP (NASDAQ:PMBC)
Pacific Mercantile Bancorp is the holding company for Pacific Mercantile Bank (the Bank). The Company’s business operations are conducted by the Bank. It operates through commercial banking segment. The Bank offers its customers different loan products, including commercial loans and credit lines, accounts receivable and inventory financing, Small Business Administration (SBA) guaranteed business loans, and owner-occupied commercial real estate loans. Its investments primarily include securities available for sale, which consist of residential mortgage backed securities issued by the United States agencies; residential collateralized mortgage obligations issued by non agencies; asset backed security and mutual funds. Its sources of funds include deposits, and borrowings and contractual obligations. Its deposits consist of noninterest bearing demand deposits, interest-bearing checking accounts, money market and savings deposits, and time deposits.
