8-K
CITIZENS HOLDING CO /MS/ (CIZN)
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
January 23, 2023
Date of Report (Date of earliest event reported)
CITIZENS HOLDING COMPANY
(Exact name of the registrant as specified in its charter)
| Mississippi | 001-15375 | 64-0666512 |
|---|---|---|
| (State or other<br><br> <br>jurisdiction of<br><br> <br>incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 521 Main Street, Philadelphia, Mississippi | 39350 | |
| --- | --- | |
| (Address of principal executive office) | (Zip Code) |
(601) 656-4692
(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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
|---|---|---|
| Common Stock, $0.20 par value | CIZN | NASDAQ Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. |
|---|
Hiring of Stacy M. Brantley; Changes in Principal Executive Officer
On January 23, 2023, Citizens Holding Company (“Citizens”), Citizens wholly owned subsidiary, The Citizens Bank (the “Bank”), collectively referred to as (the “Company”), announced that, effective February 13, 2023, Stacy M. Brantley will be appointed as the President of Citizens and Chief Executive Officer (“CEO”) of the Bank. As previously announced, effective January 31, 2023, Gregory L. McKee will retire as President and CEO of the Bank but remain as CEO of Citizens.
Biographical information about Mr. Brantley is as follows:
•Stacy M. Brantley, age 48, will join the Bank in February 2023. From February 2009 until he joins the Bank, Mr. Brantley serves as the Executive Vice President and Chief Banking Officer of Morris Bank in Dublin, GA. In this capacity, he oversees the design, implementation and monitoring of the lending strategy, execution and oversight in addition to all facets of branch sales throughout Morris Bank. Prior to that role, Mr. Brantley served as Chief Financial Officer of Magnolia Bankshares, Inc. in Eastman, GA where he oversaw financial operations, chaired the Asset/Liability Committee (“ALCO”) and served on the Board of Directors and Executive Loan Committee. Prior to that role, Mr. Brantley served as a Senior Accountant at a regional CPA firm in Georgia performing various audit and consulting services primarily for financial institutions. Mr. Brantley graduated from the University of Georgia, Athens, GA in 1997 and is a graduate of the Moore School of Bank Investments at the University of South Carolina. Mr. Brantley is a licensed CPA and serves, or has served, in a variety of leadership roles in community organizations throughout Georgia.
There are no family relationships between Mr. Brantley and any director or executive officer of Citizens. As of the date hereof, there are no transactions in which Citizens is a participant and in which Mr. Brantley, any member of his immediate family or businesses with which they are associated has a direct or indirect interest that would constitute a “related person” transaction under the regulations promulgated by the Securities and Exchange Commission.
Employment Agreement with Mr. Brantley. On January 11, 2023, in connection with his appointment as the CEO of the Bank, Mr. Brantley entered into an employment agreement with the Bank governing the terms of his employment, to commence on February 13, 2023. The following information details Mr. Brantley’s total compensation package:
| ● | Base salary of $375,000 per year subject to annual increases |
|---|---|
| ● | Annual cash incentive up to 40% of Mr. Brantley’s base salary based on annual management objectives to be determined upon his arrival at the Bank, with the 2023 bonus guaranteed at the 40% target, prorated from the start date of February 13, 2023 |
| --- | --- |
| ● | Long Term Incentive – eligible for an annual Long-Term Incentive (stock) grant up to 20% of the base salary. Each grant will vest over four years and the performance criteria of achievement is to be determined by the Board of Directors, with Mr. Brantley’s input upon starting with the Bank. |
| --- | --- |
| ● | One-time cash sign on bonus in the amount of $125,000. Should Mr. Brantley resign voluntarily from the Bank within two years of his start date, there is a prorated claw back clause. |
| --- | --- |
| ● | Upon date of hire, Mr. Brantley will receive a $60,000 stock grant that will vest ratably over four years. |
| --- | --- |
| ● | In conjunction with Mr. Brantley’s seat on the Board of Directors, he will receive 750 shares of Citizens stock each year with a one-year vesting period. |
| --- | --- |
| ● | Mr. Brantley will be paid a one-time lump sum relocation payment of $110,000 upon his start date. Should Mr. Brantley resign voluntarily from the Bank within two years of his start date, there is a prorated claw back clause. |
| --- | --- |
| ● | If Mr. Brantley is terminated by the Bank “without cause” for any reason, including if a change of control were to occur which eliminated his employment, his salary and target bonus of 40% will continue for 24 months following separation. |
| --- | --- |
| ● | Car allowance of $12,000 annually, paid $1,000 each month in addition to his base salary. |
| --- | --- |
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
Exhibit 99.1 Press Release issued by the Bank
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
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.
CITIZENS HOLDING COMPANY
| By: | /s/ Phillip R. Branch |
|---|---|
| Phillip R. Branch | |
| Chief Financial Officer |
DATE: January 25, 2023
ex_467403.htm
EXHIBIT 99.1
The Citizens Bank announces Stacy M. Brantley as next CEO
PHILADELPHIA, MS — **** The Citizens Bank, wholly owned subsidiary of Citizens Holding Company (NASDAQ: CIZN), has hired Stacy M. Brantley as its next Chief Executive Officer. He will join the bank in February.
“We conducted a national search for our next CEO, and Stacy quickly rose to the top of a very competitive candidate slate,” said Hub King, board chairman at The Citizens Bank. “We are thrilled to have Stacy lead our organization through its next chapter of growth and maturity, and I look forward to working with him.”
“The Citizens Bank has an outstanding reputation throughout the state of Mississippi, and I am excited to continue the bank’s commitment to each of the communities we serve,” said Brantley. “I look forward to partnering with the exceptional team of bankers at The Citizens Bank and continuing the tradition of dedicated customer service and support.”
Mr. Brantley brings over 25 years of diverse banking and executive leadership experience. Prior to joining The Citizens Bank, Brantley served as Executive Vice President and Chief Banking Officer for Morris Bank of Georgia where he oversaw all lending and branch sales.
“I believe strongly in family-oriented teams and performance cultures. When employees care about each other, they work together to best serve customers. The Citizens Bank is exactly that type of organization,” said Brantley.
Current CEO Greg McKee will remain as CEO of The Citizens Bank through January, with Mr. Brantley to assume the role beginning on February 13th. In the interim time between Mr. McKee's retirement and Mr. Brantley's commencement date, the Bank’s Executive Committee will assume the responsibilities of the CEO of the Bank.
Chartwell Partners, a nationally recognized executive search firm, conducted the search that concluded with Brantley.
Citizens Holding Company is a one-bank holding company and the parent company of The Citizens Bank of Philadelphia, both headquartered in Philadelphia, Mississippi. The Bank currently has twenty-seven banking locations throughout the state of Mississippi. In addition to full service commercial banking, the Company offers mortgage loans, and a full range of Internet banking services including online banking, bill pay and cash management services for businesses. Internet services are available at the Bank web site, www.thecitizensbankphila.com. Citizens Holding Company stock is listed on the NASDAQ Global Market and is traded under the symbol CIZN. The Company's transfer agent is American Stock Transfer & Trust Company. Investor relations information may be obtained at the corporate website, www.citizensholdingcompany.com.
Contact:
Citizens Holding Company, Philadelphia
Phillip R. Branch, 601/656-4692
Phillip.branch@thecitizensbank.bank