REPUBLIC BANCORP, INC. (NASDAQ:RBCAA) 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.
REPUBLIC BANCORP, INC. (NASDAQ:RBCAA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of Logan M. Pichel as President of Republic Bank & Trust Company
On May 5, 2020, Republic Bank & Trust Company (the “Bank”), a wholly owned subsidiary of Republic Bancorp, Inc. (the “Company”) announced that its Board of Directors (the “Board”) has appointed Logan M. Pichel to serve as President of the Bank.
Mr. Pichel, 55, has 25 years’ experience in the financial services industry. Prior to joining the Company, Mr. Pichel served as Executive Vice President, Head of Corporate Development – Financial Planning & Analysis and Mergers and Acquisitions of Regions Bank since July 2019. Mr. Pichel also served in the following capacities at Regions Bank: Head of Enterprise Operations (2018-2019), Head of Consumer Lending (2010-2018) and National Production Manager, Regions Mortgage (2005-2010). Mr. Pichel has also held leadership positions at Citizens Bank (Flint, MI), and M&T Bank (Buffalo, NY). Mr. Pichel obtained his B.S.B.A. in Finance from Ohio Northern University, and his M.B.A from the University of Michigan.
Employment Agreement
In connection with his appointment, the Bank entered into an employment agreement with Mr. Pichel on April 24, 2020 (the “Employment Agreement”). The Employment Agreement’s initial term ends on December 31, 2021, with automatic annual renewals thereafter for successive one-year periods unless either party elects not to renew by providing written notice to the other party at least 60 days prior to the expiration of the then-current term. The Employment Agreement provides for a starting annual base salary of $650,000, a guaranteed bonus payout of $325,000 on March 12, 2021, provided that Mr. Pichel is an employee of the Bank on that date, a $75,000 relocation payment, a target bonus potential of $500,000 for the 2021 calendar year and thereafter, and provision of benefits made available to other executive officers. In addition to his cash compensation, Mr. Pichel’s Employment Agreement also calls for the following equity compensation components:
Mr. Pichel will also be eligible to participate in the Company’s nonqualified deferred compensation plan for 2020 at an annual level of $25,000.
Through the initial term of the Employment Agreement, upon termination without cause or resignation for good reason, as defined in the Employment Agreement (including not being appointed Chief Executive Officer of the Bank by December 31, 2021) and not in connection with a change of control, Mr. Pichel would be entitled to receive the following benefits:
Upon a Change of Control, as defined in the Employment Agreement, that occurs prior to January 1, 2022, and Mr. Pichel is involuntarily terminated without cause or voluntarily by Mr. Pichel for good reason, as defined in the Employment Agreement, within a two-year period after such change of control, Mr. Pichel would be entitled to receive the benefits above. However, assuming that Mr. Pichel attains the Chief Executive Officer position of the Bank on or before January 1, 2022, it is the Bank’s intent to offer a new Change of Control agreement at that time that will include two years of base salary plus two times average bonus in the event of the occurrence of a double trigger termination, on terms similar to those then in effect for other executive officers of the Bank.
This summary of the Employment Agreement is qualified in its entirety by reference to the text of the Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Other
Mr. Pichel has no direct or indirect material interest in any transaction required to be disclosed to Item 404(a) of Regulation S-K, has no arrangement or understanding between him and any other person required to be disclosed to Item 401(b) of Regulation S-K and has no family relationships required to be disclosed to Item 401(d) of Regulation S-K.
Mr. Pichel will assume the open position of President of Republic Bank & Trust Company no later than July 1, 2020.
Item 7.01. Regulation FD Disclosure.
The Bank issued a press release on May 5, 2020 to announce the hiring of the Bank President. A copy of the press release is attached as Exhibit 99.1 hereto.
The information in the press release is being furnished, not filed, to Item 7.01 of Form 8-K. Accordingly, the information in Item 7.01 of this Current Report, including Exhibit 99.1, will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
REPUBLIC BANCORP INC /KY/ Exhibit
EX-10.1 2 a52214202ex10_1.htm EXHIBIT 10.1 Exhibit 10.1 AGREEMENT of EMPLOYMENT BETWEEN REPUBLIC BANK & TRUST COMPANY and LOGAN PICHEL THIS AGREEMENT,…
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EX-10.1 2 a52214202ex10_1.htm EXHIBIT 10.1 Exhibit 10.1 AGREEMENT of EMPLOYMENT BETWEEN REPUBLIC BANK & TRUST COMPANY and LOGAN PICHEL THIS AGREEMENT,…
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About REPUBLIC BANCORP, INC. (NASDAQ:RBCAA)
Republic Bancorp, Inc. (Republic) is a financial holding company of Republic Bank & Trust Company (the Bank) and Republic Insurance Services, Inc. (the Captive). The Bank is a Kentucky-based, state chartered non-member financial institution. The Captive is an insurance subsidiary of the Company. It operates in four segments: Traditional Banking, which provides traditional banking products primarily to customers; Warehouse Lending (Warehouse), which provides short-term, revolving credit facilities to mortgage bankers across the Nation; Mortgage Banking, which originates, sells and services long-term, single family, first lien residential real estate loans, and Republic Processing Group (RPG), which facilitates the receipt and payment of federal and state tax refund products. . In addition to Internet Banking and Correspondent Lending delivery channels, the Company has approximately 44 full-service banking centers.