Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of George C. Coffman
Howard Bancorp, Inc. ("Howard") announced the departure of its Executive Vice
President and Chief Financial Officer, George C. Coffman, effective March 31,
2020, as an employee of Howard and its wholly-owned subsidiary, Howard Bank
(together with Howard, the "Company"). Mr. Coffman has served as an officer,
including as the Chief Financial Officer, of Howard Bank since its opening in
2004 and of Howard since 2005. Mr. Coffman's departure is not due to any
disagreement with the Company with respect to our financial reporting. Mr.
Coffman will receive severance payments under his Second Amended and Restated
Employment Agreement, dated March 20, 2019, with the Company. The Company
expressed appreciation for Mr. Coffman's contributions to the Company.
Appointment of Robert L. Carpenter, Jr. as Interim Chief Financial Officer
In connection with Mr. Coffman's departure, we have appointed Robert L.
Carpenter, Jr. as our Interim Chief Financial Officer and our Principal
Accounting Officer, effective February 6, 2020, and we have engaged an executive
search firm to recruit a permanent replacement. Mr. Carpenter, age 66, has more
than 30 years of financial services experience and is a Certified Public
Accountant.
Mr. Carpenter spent ten years (from 1993 until 2003) with Allfirst Financial,
Inc., a public bank holding company, and Allfirst Bank, a $17 billion asset
bank, before it was acquired by M&T Bank in 2003. He served in various officer
roles while at Allfirst, including as Executive Vice President and Controller.
After Allfirst, he went on to serve as Controller at the Wall Street Institute
International, a private equity-owned company headquartered in Baltimore (from
2006 until 2010) and served as Interim Controller at Bay Bancorp, Inc., a public
bank holding company, and Bay Bank (from 2013 until 2014). He then served as
Chief Financial Officer (from November 2014 until July 2017) and as acting
Co-Chief Executive Officer (from October 2016 until July 2017) at DCB
Bancshares, Inc. and Damascus Community Bank. From February 2018 to July 2019,
he served as Chief Financial Officer for Maryland Financial Bank and, most
recently, served as co-trustee of MFB Dissolution Trust, the liquidating trust
for Maryland Financial Bank.
Mr. Carpenter has entered into an offer letter to serve as a temporary at-will
employee with an expected term through July 31, 2020, and which offer letter
contemplates that his service may be extended for an additional six months.
Under the offer letter, he will receive bi-weekly compensation of $10,576.93,
but will not be eligible for other employee benefits such as health insurance or
participation in our 401(k) plan.
Item 7.01 Regulation FD Disclosure.
The Company will post to its website at
https://www.howardbank.com/banking-with-us/about/news the announcement furnished
as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Howard Bank Names Robert Carpenter Interim Chief Financial
Officer
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