Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of John R. Wilson as President
On June 16, 2020, John R. Wilson, age 63, was appointed as President of both
Reliant Bancorp, Inc. (the "Company") and its wholly-owned bank subsidiary,
Reliant Bank (the "Bank" and, together with the Company, "Reliant"). Mr. Wilson
joined legacy Reliant Bank in 2005 during its organization, served as Chief Loan
Officer of legacy Reliant Bank until its merger with the Bank in 2015, and has
served as Chief Loan Officer of the Bank since the 2015 merger. Mr. Wilson has
over 30 years of community and regional banking experience. Prior to joining
legacy Reliant Bank in 2005, he launched Cumberland Bank's entry into the Spring
Hill, Tennessee market, serving as community president. Mr. Wilson has also held
positions at Tennessee National Bank, which was later acquired by Union Planters
Bank, and First National Bank of Lewisburg, which was later acquired by Nations
Bank.
Mr. Wilson is a graduate of the Tennessee School of Banking and the Graduate
School of Banking of The South, Baton Rouge, Louisiana. He also holds a
bachelor's degree from the University of Tennessee.
Mr. Wilson does not have any family relationships with any director, executive
officer, or person nominated to become a director or executive officer of the
Company, and other than the Employment Agreement (as defined below), there are
no arrangements or understandings between Mr. Wilson and any other person
pursuant to which Mr. Wilson was appointed as President of the Company. There
are no transactions in which Mr. Wilson had or will have an interest that would
be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
DeVan Ard, Jr. was previously Reliant's President and Chief Executive Officer as
well as Chairman of the boards of directors of both the Company and the Bank.
Mr. Ard will remain as Reliant's Chief Executive Officer and Chairman of the
boards of directors of both the Company and the Bank.
John R. Wilson's Employment Agreement
In connection with Mr. Wilson's appointment as President of Reliant, the Company
and the Bank have entered into an employment agreement with Mr. Wilson, which
was effective June 22, 2020 (the "Employment Agreement"). The Employment
Agreement supersedes Mr. Wilson's April 15, 2018, Employment Agreement with the
Bank. The Employment Agreement has a two-year term that is automatically
extended annually for an additional period of one year (such that the remaining
term of the Employment Agreement at the time of each such annual extension will
be two years), unless either Reliant or Mr. Wilson timely elects to not allow
the Employment Agreement term to be so extended. Pursuant to the terms of the
Employment Agreement, Mr. Wilson will receive an initial annual base salary of
$375,000, an automobile allowance of $2,000 per month, and a cell phone
allowance of $100 per month, and will be eligible to receive annual cash
incentive compensation as determined by, and based on performance measures
established by, the board of directors of the Company (the "Board") or a
committee thereof (or its designee).
If Mr. Wilson's employment is terminated by Reliant without cause or by Mr.
Wilson for good reason, in each case during the term of the Employment Agreement
(and not within 12 months following a change in control (as defined in the
Employment Agreement)), subject to Mr. Wilson's execution of a separation
agreement containing a release of claims and covenant not to sue, he will be
entitled to severance benefits in an amount equal to one times his then-current
annual base salary, payable in equal installments over a 12-month period
beginning 60 days following termination, and Reliant will pay for health
insurance continuation coverage for Mr. Wilson and his dependents for up to one
year following termination.
Similarly, if within 12 months following a change in control Mr. Wilson's
employment is terminated by Reliant (or its successor) without cause or by Mr.
Wilson for good reason, subject to his execution of a separation agreement
containing a release of claims and covenant not to sue, Mr. Wilson will be
entitled to severance benefits in an amount equal to two times his then-current
annual base salary, payable in equal installments over the course of the
24-month period beginning 60 days following termination, and Reliant (or its
successor) will pay for health insurance continuation coverage for Mr. Wilson
and his dependents for up to 18 months following termination.
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The Employment Agreement contains covenants relating to Mr. Wilson's
non-solicitation of customers and employees and restricting his ability to be
affiliated with any person or group of persons proposing to establish a new bank
or other financial institution, which covenants apply for 12 months following
the termination of Mr. Wilson's employment. Additionally, the Employment
Agreement provides that Mr. Wilson is entitled to certain perquisites and
employee benefits generally made available to similarly situated Reliant
employees.
The foregoing description of the Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and incorporated herein by reference.
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On June 16, 2020, the Board adopted a First Amendment to the Third Amended and
Restated Bylaws of the Company (the "First Amendment"), which became effective
immediately. The First Amendment removes from the Company's bylaws the
requirement that the President of the Company be a member of the Board. The
preceding summary of the First Amendment does not purport to be complete and is
qualified in its entirety by reference to the full text of the First Amendment,
which is filed as Exhibit 3.1 to this Current Report on Form 8-K and
incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On June 22, 2020, the Company issued a press release announcing Mr. Wilson's
appointment as President of Reliant as well as certain other executive officer
appointments. A copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K and incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the press release is
deemed to be "furnished" and shall not be deemed "filed" for the purpose of
Section 18 of the Exchange Act or otherwise subject to the liabilities of that
section, nor shall the press release be deemed incorporated by reference into
any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
3.1 First Amendment to the Third Amended and Restated Bylaws of Reliant
Bancorp, Inc.
10.1 Employment Agreement, dated June 22, 2020, by and among Reliant Bancorp,
Inc., Reliant Bank, and John R. Wilson.
99.1 Press Release issued by Reliant Bancorp, Inc., dated June 22, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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