Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensation Arrangements of Certain Officers
(e) On January 3, 2022, ESSA Bancorp, Inc. ("Company") and its wholly-owned
subsidiary, ESSA Bank & Trust ("Bank"), entered into amended and restated
employment agreements (the "Amended Agreements") with each of Allan Muto,
Executive Vice President and Chief Financial Officer, Charles D. Hangen,
Executive Vice President and Chief Operating Officer, and Peter Gray, Executive
Vice President and Chief Banking Officer. The Amended Agreements are effective
as of January 1, 2022 and replace the executives' prior employment agreements
with the Company and the Bank (the "Prior Agreements").
The terms of the Amended Agreements are generally consistent with the Prior
Agreements, except that (i) Mr. Hangen's position changed to Executive Vice
President and Chief Risk Officer and Mr. Gray's position changed to Senior
Executive Vice President and Chief Operating Officer, effective January 3, 2022;
(ii) the term for the Amended Agreements are fixed three-year terms (the Prior
Agreements provided for annual renewal); (iii) the definition of "Good Reason"
has been revised; (iv) the severance payment for termination of employment
without "Cause" or a voluntary termination for "Good Reason" for Messrs. Hangen
and Gray, has been revised to a lump sum cash payment equal to: (a) 3 times base
salary and 3 times highest bonus paid during the prior 3 years, and (b) 3 years
of additional service under the defined benefit pension plan, (c) continued
insurance coverage for 3 years, with the Bank paying the full cost of the
premiums; (v) a provision was added to provide that if continued medical, dental
and life insurance coverage cannot be provided or would subject the Bank to
penalties, as a component of a severance payment, the Bank will pay the
executive a cash lump sum payment reasonably estimated to be equal to the value
of such insurance coverages; and (vi) certain provisions were revised to be more
aligned with best practices for executive agreements.
The foregoing description of the Amended Agreements do not purport to be
complete and it is qualified in its entirety by reference to copies of the
Amended Agreements that are included as Exhibits 10.1, 10.2, 10.3 and 10.4 to
this Current Report and incorporated by reference into this Item 5.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Amended and Restated Employment Agreement between ESSA Bank & Trust,
ESSA Bancorp, Inc. and Allan Muto
10.2 Amended and Restated Employment Agreement between ESSA Bank & Trust,
ESSA Bancorp, Inc. and Charles Hangen
10.3 Amended and Restated Employment Agreement between ESSA Bank & Trust,
ESSA Bancorp, Inc. and Peter Gray
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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