Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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. Pursuant 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.
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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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is filed herewith:
Exhibit No. Description
99.1 Press Release, dated July 9, 2020.
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