SVB Financial Group (NASDAQ:SIVB) 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 for Certain Officers.
appointment of Daniel J. Beck, age 44, as the Companys Chief
Financial Officer, to become effective on June 5, 2017. Mr. Beck
most recently served as Chief Financial Officer and Treasurer of
BancWest Corporation, a subsidiary of BNP Paribas Group, since
June 2016, and as Chief Financial Officer of Bank of the West,
since June 2015. Mr. Beck joined Bank of the West as Executive
Vice President and Corporate Controller in June 2008 and served
in that capacity until his appointment as Chief Financial
Officer. Prior to joining Bank of the West, Mr. Beck held various
finance and accounting roles with Wells Fargo Bank, the Federal
Home Loan Mortgage Corporation, E*TRADE Financial Corporation and
Deloitte Touche LLP. Mr. Beck holds a B.S. in Accounting from
Virginia Commonwealth University and a B.S. in Biology from
Virginia Polytechnic Institute and State University.
offer agreement with the Company, dated as of April 28, 2017 (the
Offer Agreement), to which he will receive an annual base salary
(Base Salary) of $525,000 and be eligible to participate in the
Companys Incentive Compensation Plan (ICP), with an annual target
cash incentive (Incentive Compensation) of 70% of his base
salary. Actual ICP payments will be based on his performance as
determined by the Compensation Committee of the Board of
Directors of the Company. Additionally, Mr. Beck will receive an
equity award for 2017 with a target value of $650,000, of which
$487,500 will be in the form of restricted stock units and the
remainder in the form of stock options.
$300,000 in cash, which will be subject to repayment if his
employment is terminated in certain circumstances within one year
of his start date, and (B) an equity award with a target value of
$300,000 in the form of restricted stock units.
and conditions of the Companys 2006 Equity Incentive Plan, as
amended, and will vest with respect to one-fourth of the
underlying shares on each annual anniversary of the grant date.
its entirety by the text of the agreement, a copy of which is
filed as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
other persons to which he was appointed as an officer of the
Company, no family relationship between Mr. Beck and any
directors or executive officers of the Company and no related
party transaction between Mr. Beck and the Company that would
require disclosure under Item 404(a) of Regulation S-K.
the Company on January 26, 2017, Michael Descheneaux (the
Companys current Chief Financial Officer) will assume the role of
President of Silicon Valley Bank, the Companys principal banking
subsidiary, effective June 5, 2017.
letter agreement with the Company dated as of May 11, 2017,
relating to his severance arrangement (the Letter Agreement). to
the Letter Agreement, in the event Mr. Descheneaux is terminated
other than for cause (as defined in the Letter Agreement) or by
reason of his death or disability following the effectiveness of
his appointment, but on or before July 1, 2019, he will be
entitled to receive the greater of: (A) the direct cash amount he
would be eligible to receive under the Companys broad-based
Severance Benefit Policy (and if applicable, the Companys Change
in Control Severance Plan) or (B) if the termination occurs on or
after (i) the effectiveness of his appointment through December
31, 2017, a multiple of two
January 1, 2018 through July 1, 2018, a multiple of one and
one-half times his Base Salary and Incentive Compensation; (iii)
July 2, 2018 through December 31, 2018, a multiple of one times
his Base Salary and Incentive Compensation; or (iv) January 1,
2019 through July 1, 2019, a multiple of one-half times his Base
Salary and Incentive Compensation, each as in effect at such
time. Following July 1, 2019, Mr. Descheneaux will only be
eligible to receive severance benefits in accordance with the
plans, programs or policies of the Company as may be in effect
from time to time.
qualified in its entirety by the text of the agreement, a copy of
which is filed as Exhibit 10.2 to this Current Report on Form 8-K
and is incorporated herein by reference.
the management changes noted above. A copy of the press release
is furnished as Exhibit 99.1 to this Current Report on Form 8-K
and shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act) or
incorporated by reference in any filing under the Exchange Act or
the Securities Act of 1933, as amended.
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Exhibit No.
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Description
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10.1
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Offer Agreement, dated April 28, 2017, by and between
Daniel Beck and the Company. |
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10.2
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Letter Agreement, dated May 11, 2017, by and between
Michael Descheneaux and the Company. |
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99.1
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Press release dated May 12, 2017.
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About SVB Financial Group (NASDAQ:SIVB)
SVB Financial Group (SVB Financial) is a diversified financial services, bank holding and financial holding company. The Company operates through three segments: Global Commercial Bank, SVB Private Bank and SVB Capital. The Global Commercial Bank segment consists of the operations of its Commercial Bank, and of SVB Wine, SVB Analytics and its Debt Fund Investments. SVB Private Bank is the private banking division of the Bank, which provides a range of personal financial solutions for consumers. SVB Capital is the venture capital investment arm of SVB Financial Group, which focuses primarily on funds management. The Company, through its subsidiaries and divisions, offers a range of banking and financial products and services to clients across the United States, as well as in international entrepreneurial markets. The Company offers services in the technology, life science/healthcare, private equity/venture capital and wine industries. SVB Financial Group (NASDAQ:SIVB) Recent Trading Information
SVB Financial Group (NASDAQ:SIVB) closed its last trading session down -1.03 at 181.91 with 516,193 shares trading hands.