Wayne Savings Bancshares, Inc. (NASDAQ:WAYN) 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.

(c) On August29, 2017, Wayne Savings Bancshares, Inc. (the “Company”) hired James R. VanSickle, II as the new President and Chief Executive Officer of the Company and its wholly owned subsidiary, Wayne Savings Community Bank (the “Bank”).

Mr. VanSickle replaces David L. Lehman, who will remain as an employee of the Company to offer transition assistance to Mr.VanSickle through December 31, 2017. Mr. Lehman will also remain as a director of the Company and the Bank. Mr. Lehman will continue to receive his current annual salary of $200,000 through the end of 2017 but will forgo director fees during this transition period.

Mr.VanSickle will be appointed to the Boards of Directors of the Company and the Bank at their next monthly meetings, which are currently scheduled to be held on September28, 2017. There is no agreement or understanding between Mr.VanSickle and the Company and any person to which Mr.VanSickle has been elected President and Chief Executive Officer.

Mr.VanSickle, who is 47 years of age, has been Chief Risk Officer and Senior Vice President at Farmers National Bank of Canfield, Canfield, Ohio, since July 2015. Farmers National Bank of Canfield is the wholly owned subsidiary of Farmers National Banc Corp., Canfield, Ohio. Farmers National Banc Corp. acquired National Bancshares Corporation in July, 2015. Mr.VanSickle served as Chief Financial Officer and Senior Vice President of National Bancshares Corporation, Orrville, Ohio and its wholly owned subsidiary, First National Bank of Orrville, from June 2007 through July 2015. Mr.VanSickle is a Certified Public Accountant. He has extensive financial management and banking industry expertise.

There are no family relationships between Mr.VanSickle and any of the Company’s other executive officers or directors. Mr.VanSickle has not been a party to any transaction with the Company in which the amount exceeds $120,000 and in which he had a direct or indirect material interest.

The Company and Mr.VanSickle intend to enter into an employment agreement to which Mr.VanSickle will serve as the Company’s President and Chief Executive Officer for a term of two years with annual renewals for one additional year unless notice to the contrary is given. The agreement will provide for an annual salary of $200,000, which may be adjusted by the Board at the beginning of the next calendar year following at least one full year of employment, and annually thereafter. Mr.VanSickle will also be eligible for an annual bonus of up to 35% of his annual salary, based upon achieving specified goals to be set by the Board with Mr.VanSickle’s input. The employment agreement will provide for termination by the Company for cause at any time. For both involuntary termination or resignation for good reason within the year following a change in control of the Company, Mr.VanSickle would be entitled to a lump-sum cash severance payment equal to 2.99 times Mr.VanSickle’s annual base salary and bonus.

About Wayne Savings Bancshares, Inc. (NASDAQ:WAYN)

Wayne Savings Bancshares, Inc. is the unitary thrift holding company for Wayne Savings Community Bank (the Bank). The Bank is a community-oriented institution, which offers a range of consumer and business financial services. The Bank’s primary lending and deposit gathering area includes Wayne, Holmes, Ashland, Medina and Stark counties, where it operates over 10 offices. The Bank’s principal business activities consist of originating one- to four-family residential real estate loans, multi-family residential, commercial and non-residential real estate loans. The Bank also originates non-real estate, secured commercial loans, consumer loans and construction loans. The Bank also invests in mortgage-backed securities, obligations issued by state and political subdivisions, and a small position of private-label collateralized mortgage obligations and other liquid investments, such as United States Government securities, federal funds, and deposits in other financial institutions.