VILLAGE BANK AND TRUST FINANCIAL CORP. (NASDAQ:VBFC) 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
On July 7, 2020, William G. Foster, Jr., the President and Chief Executive Officer and a director of Village Bank and Trust Financial Corp. (the “Company”) and its wholly-owned subsidiary, Village Bank (the “Bank”), notified the Boards of Directors of the Company and the Bank that he will step down as an officer and director of the Company and the Bank on August 14, 2020 to pursue other interests. Mr. Foster’s decision is not the result of any disagreement with the Company or the Bank regarding their respective operations, policies or practices.
On July 8, 2020, the Boards of Directors of the Company and the Bank promoted James E. Hendricks, Jr., currently Executive Vice President, Chief Operating Officer and Chief Risk Officer of the Bank, to the positions of President and Chief Executive Officer of the Company and the Bank effective upon Mr. Foster’s departure. Mr. Hendricks was also appointed to the Boards of Directors of the Company and the Bank effective upon Mr. Foster’s departure and is expected to serve on the Executive Committee of each Board. The Bank has initiated a search for a Chief Credit Officer and an Executive Vice President of Operations to assume the primary responsibilities of Mr. Hendricks in his current role. The Company also expects to engage Mr. Foster as a consultant for a 90-day period beginning August 15, 2020 to help support the leadership transition and achievement of the Company’s 2020 goals.
Mr. Hendricks, age 57, has served as Executive Vice President, Chief Operating Officer and Chief Risk Officer of the Bank since December 2016. He served as Chief Credit Officer of the Bank from March 2014 to December 2016. Prior thereto, he served as Director of Special Assets of the Bank. From 1990 to 2013, Mr. Hendricks served in several leadership roles at SunTrust Bank (and its predecessor Crestar Bank) in Consumer Banking and Credit Process Review. Prior to 1990, he served as a Bank Examiner for the Comptroller of the Currency. Mr. Hendricks received his Bachelor of Science degree in Finance from Virginia Tech and Master of Business Administration degree from University of Richmond. He volunteers his time to a local Boy Scout troop in various capacities, including Assistant Scout Master, advancement chair and merit badge councilor. Mr. Hendricks has over 30 years of banking industry experience.
The Company and Mr. Hendricks expect to enter into a new employment agreement that will supersede and replace his existing agreement. to the new agreement, his annual base salary will increase to $300,000 and he will be eligible to receive an annual performance bonus equal to 30% of his base salary along with other cash and equity bonuses and performance-based compensation based on ranges and goals to be established by the Company. In addition, the supplemental executive retirement benefit to which Mr. Hendricks is entitled will increase from $25,000 per year for 15 years to $50,000 per year for 20 years, with the increase in benefit subject to a vesting schedule based on his continued employment with the company until he reaches age 65. The new agreement is expected to provide for a change of control benefit equal to 299% of his annualized compensation if he is terminated without cause or resigns for good reason within two years following a change in control of the Company.
A press release announcing the departure of Mr. Foster and promotion of Mr. Hendricks is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| 99.1 | Press Release, dated July 9, 2020. |
Village Bank & Trust Financial Corp. Exhibit
EX-99.1 2 tm2024489d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 News Release For Immediate Release VILLAGE BANK AND TRUST FINANCIAL CORP. ANNOUNCES NEW PRESIDENT AND CHIEF EXECUTIVE OFFICER Midlothian,…
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About VILLAGE BANK AND TRUST FINANCIAL CORP. (NASDAQ:VBFC)
Village Bank and Trust Financial Corp. is a bank holding company. The Company has three active subsidiaries: Village Bank (the Bank), Southern Community Financial Capital Trust I and Village Financial Statutory Trust II. The Bank has one active subsidiary: Village Bank Mortgage Corporation (the mortgage company), which is a full service mortgage banking company. The Company is the holding company of and successor to the Bank. The Bank is the primary operating business of the Company. The Bank offers a range of banking and related financial services, including checking, savings, certificates of deposit and other depository services, and commercial, real estate and consumer loans, primarily in the Richmond, Virginia metropolitan area. The Bank offers a range of financial services and products, and specializes in providing customized financial services to small and medium sized businesses, professionals, and individuals. The Bank conducts business from over 10 branch banking offices.
