8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): September 9, 2022

COLONY BANKCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

115 South Grant Street, Fitzgerald, Georgia 31750

(Address of Principal Executive Offices) (Zip Code)

(229) 426-6000

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 09, 2022, the Board of Directors of Colony Bankcorp, Inc. (the “Company”), the bank holding company for Colony Bank (the “Bank”), and the Board of Directors of the Bank approved the appointment of Mr. R. Dallis Copeland, Jr. as President of the Company and the Bank, effective September 13, 2022. Mr. T. Heath Fountain previously served as President and Chief Executive Officer of the Company and the Bank, and will continue to serve as Chief Executive Officer of the Company and the Bank effective September 13, 2022.

Mr. Copeland (age 53) has served as Special Advisor of the Company and the Bank since July of 2021. He previously served as Executive Vice President and Chief Community Banking Officer at Synovus Financial Corporation from 2015 until 2019. In this position, he led Synovus’ banking operations for 28 bank divisions across the company’s five-state footprint. From 2009 through 2015, Mr. Copeland served as Executive Vice President and Chief Banking Officer, where he was responsible for all banking services including Corporate, Commercial Real Estate, Retail, Private Wealth, Treasury Management, Credit Card, Marketing and Special Assets. During his tenure at Synovus, he was a member of the Executive Committee and reported directly to the Chairman and CEO from 2009 until his retirement in 2019. Mr. Copeland currently serves on the Board of the Development Authority of Columbus. He previously served on the executive committee for the University System of Georgia Foundation and has served as a member of various boards, including the Greater Columbus Chamber of Commerce and the Georgia Bankers Association.

In connection with his appointment to President of the Company and the Bank, the Bank entered into an employment agreement with Mr. Copeland, which agreement has a 2-year term (expiring September 13, 2024) and provides for an initial base salary of $350,000, an opportunity to earn an annual bonus, and participation in employee benefit plans available to other similarly-situated Bank employees. Pursuant to Mr. Copeland’s employment agreement, if the Bank terminates Mr. Copeland’s employment other than for “cause” or “disability” or Mr. Copeland resigns for “good reason” (as such terms are defined in the employment agreement), then the Bank will pay to Mr. Copeland: (i) if such termination occurs prior to a change in control or more than 12 months following a change in control, an amount equal to one times his current base salary for a period of twelve (12) months, payable in approximately equal installments; or (ii) if such termination occurs within 12 months following a change in control, an amount equal to 1.5 times the sum of (x) Mr. Copeland’s then-current base salary plus (y) an amount equal to the annual bonus paid by the Company to Mr. Copeland with respect to the calendar year immediately preceding the date of termination, payable in a single lump sum within 30 days, in each case subject to Mr. Copeland’s execution and non-revocation of a general release of claims against the Bank. The employment agreement also contains certain non-competition and employee and customer non-solicitation covenants that apply during his employment and for 12 months following termination of employment (unless termination follows the expiration of the employment agreement), and standard confidentiality covenants. The foregoing description of Mr. Copeland’s employment agreement is qualified in its entirety by the full text of the employment agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ending September 30, 2022.

There are no understandings or arrangements with any persons regarding the appointment of Mr. Copeland to this position, there are no reportable related-party transactions with Mr. Copeland, and there are no family relationships between him and any other officer or director of the Company. Additionally, Mr. Copeland has not engaged in any transaction with the Company that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.

On September 9, 2022, the Board of Directors of the Company and the Bank also approved a transition arrangement and new employment agreement with Mr. M. Eddie Hoyle. Effective January 1, 2023, Mr. Hoyle will transition out of his current role as Executive Vice President and Chief Banking Officer and into a new role as special advisor to the Company and the Bank. In connection with this transition arrangement, the Bank and Mr. Hoyle agreed to terminate his existing employment agreement with the Bank, dated as of January 19, 2021, and enter into new employment agreement, which agreement has a 2-year term (expiring January 1, 2025) and provides for an annual salary of $120,000, an opportunity to earn an annual bonus for calendar year 2022, and participation in employee benefit plans available to other similarly-situated Bank employees. Pursuant to Mr. Hoyle’s employment agreement, if Mr. Hoyle dies or the Bank terminates Mr. Hoyle’s employment other than for “cause”, or if within 12 months following a change in control Mr. Hoyle resigns for “good reason” (as such terms are defined in the employment agreement), then the Bank will pay to Mr. Hoyle or his estate or beneficiaries, as applicable, an amount equal to the annual salary that he would have received through the last day of the term of his employment agreement, absent his termination of employment, payable in a single lump sum within 30 days, subject to Mr. Hoyle’s execution and non-revocation of a general release of claims against the Bank. The employment agreement also contains certain non-competition and employee and customer non-solicitation covenants that apply during his employment and for 12 months following termination of employment, and standard confidentiality covenants. The foregoing description of Mr. Hoyle’s employment agreement is qualified in its entirety by the full text of the employment agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ending September 30, 2022.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number Description

99.1cbanorganizationalchangesp.htm cbanorganizationalchangesp.htmPress release dated September 13, 2022.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Document

For additional information, contact:

T. Heath Fountain

Chief Executive Officer

(229) 426-6000 (Ext 6012)

COLONY BANKCORP ANNOUNCES ORGANIZATIONAL CHANGES

FITZGERALD, GA. (September 13, 2022) – Colony Bankcorp, Inc. (Nasdaq: CBAN) (“Colony” or the “Company”), the bank holding company for Colony Bank (the “Bank”), today announced senior management organizational changes designed to position the Company for long-term success on its mission to build a sustainable, high-performing independent bank.

M. Eddie Hoyle, Executive Vice President and Chief Banking Officer, has informed the Company that he intends to retire on December 31, 2022, following 11 years of service to Colony and 44 years in the banking industry. In connection with this, the Company will separate T. Heath Fountain’s roles as President and Chief Executive Officer, and combine Hoyle’s responsibilities under the position of President. R. Dallis “D” Copeland, Jr., who currently serves as Special Advisor to the Company, has been named President of the Company and the Bank. Fountain will remain Chief Executive Officer, primarily focusing on the execution of the Bank’s strategic plan and acting as the primary liaison between management and the Board of Directors.

Commenting on the announcement, T. Heath Fountain, Chief Executive Officer, said, “We are grateful for Eddie’s leadership and commitment to Colony. Eddie has been instrumental through much of our growth phase, overseeing customer relationship development and strengthening market leadership. His significant contributions and distinguished banking career will leave a lasting impact on our team.”

With 30 years of banking and executive leadership experience, Copeland will be responsible for all areas that deliver products and services to customers and will also be accountable for achieving production and customer experience goals. Prior to joining Colony, Copeland was the Executive Vice President and Chief Community Banking Officer at Synovus Financial Corporation, where he oversaw all banking services including Corporate, Commercial Real Estate, Retail, Private Wealth, Treasury Management, Credit Card, Marketing and Special Assets.

Additionally, it was announced that Kimberly C. Dockery, currently Executive Vice President and Chief Administrative Officer, will transition into the newly created role of Chief of Staff. Dockery will utilize her wealth of banking and operational knowledge to prioritize strategic initiatives and ensure clear communication across the Company. She will also represent the Chief Executive Officer and the executive team in senior leadership meetings and will act as the Chief Executive Officer’s proxy, making timely decisions in conjunction with other executives. Dockery will also continue to oversee human resources, technology and innovation.

“As Colony continues to grow, our organizational structure has to evolve as well. These management changes position our team with the right structure to drive our business forward, successfully execute our initiatives, and to deliver greater value to our shareholders, customers, and team,” said Fountain. “Kimberly and D have both been key players for much of our growth and expansion. Their leadership, insight, and passion for serving our customers will continue to be a strong asset. I look forward to continuing to work with them and our talented team, as we pursue our vision for Colony.”

About Colony Bankcorp

Colony Bankcorp, Inc. is the bank holding company for Colony Bank. Founded in 1975 and headquartered in Fitzgerald, Georgia, Colony operates 39 locations throughout Georgia. At Colony Bank, we offer a wide range of banking services including personal banking, business banking, mortgage solutions, government guaranteed lending solutions, and more. We have expanded our services to also include consumer insurance products, such as automotive, homeowners, and other insurance needs for our community. Colony’s common stock is traded on the NASDAQ Global Market under the symbol “CBAN.” For more information, please visit colony.bank. You can also follow the Company on social media.

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