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): January 11, 2021

SouthernNational Bancorp of Virginia, Inc.

(Exact name of registrant as specified in its charter)

6830

Old Dominion Drive

McLean ,Virginia

22101

(Address of Principal Executive Offices) (Zip Code)

(703) 893-7400

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ¨

On January 11, 2021, Southern National Bancorp of Virginia, Inc. (the “Company”) announced that effective immediately, Mr. Jeffery Karafa would be transitioning from his current role as Chief Financial Officer of the Company and the Company’s wholly-owned subsidiary, Sonabank, to the role of Chief Accounting Officer, responsible for the accounting and financial reporting areas of the organization. In connection with Mr. Karafa’s new role, the Company and Mr. Karafa entered into a retention agreement, pursuant to which Sonabank will pay to Mr. Karafa within thirty days a $250,000 bonus, which bonus is subject to prorated repayment if Mr. Karafa’s employment terminates prior to January 11, 2023 (other by reason of his death, resignation for good reason or a termination without cause). The Company, Sonabank and Mr. Karafa also agreed to terminate his existing change-in-control severance agreement, effective as of January 11, 2021. The foregoing description of the retention agreement is only a summary and is qualified in its entirety by reference to the full text of the retention agreement, which will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the period ending March 31, 2021.

Concurrently, the Company has appointed Matthew Switzer as Executive Vice President and Chief Financial Officer of the Company and Sonabank. Mr. Switzer, 43, most recently served as Managing Director at Stephens, Inc. since June 2015. Prior to that, Mr. Switzer served as Managing Director at Keefe, Bruyette & Woods, a Stifel Company, from July 2005 to May 2015. There are no familial relationships between Mr. Switzer and any director or executive officer of the Company. Additionally, Mr. Switzer 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.

In connection with his appointment as Chief Financial Officer, Mr. Switzer entered into an employment agreement with the Company, pursuant to which he will receive an initial annual base salary at the rate of $285,000 per year, and he will be eligible for an annual bonus at the discretion of the Board, subject to achievement of agreed-upon performance metrics. The term of the employment agreement expires on the second anniversary of the date his employment commences with the Company, with automatic 2-year renewals unless either party provides 60-day notice of non-renewal. In connection with his commencement of employment, Mr. Switzer will receive a grant of 8,000 shares of restricted stock, which shares will vest ratably over 5 years subject to his continued employment with the Company. Pursuant to the employment agreement, if the Company terminates Mr. Switzer’s employment without “cause” or Mr. Switzer resigns for “good reason” (as such terms are defined in the employment agreement), then Mr. Switzer will receive (i) a lump sum payment equal to two times the sum of his base salary plus his highest cash bonus earned with respect to any fiscal year within the two most recently completed fiscal years immediately preceding the termination; (ii) a pro rata cash bonus for the year of termination, based on actual applicable performance results; (iii) reimbursement for COBRA premiums for 18 months; and (iv) acceleration of vesting of outstanding stock awards. The employment agreement contains customary confidentiality covenants as well as covenants regarding the non-solicitation of customers and employees and non-competition that apply for 18 months following Mr. Switzer’s termination of employment. The foregoing description of the employment agreement is only a summary and is qualified in its entirety by reference to 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 March 31, 2021.

A copy of the press release announcing these organizational changes is attached hereto as Exhibit 99.1 and incorporated herein by reference.

(d)       Exhibits.

SIGNATURES

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

Exhibit 99.1

Southern National Bancorp of Virginia, Inc., NASDAQ Symbol SONA

Website: www.sonabank.com

Southern National Bancorp of Virginia,Inc. announces management changes.

For immediate release

Monday, January 11, 2021

McLean, Virginia, January 11, 2021 – Southern National Bancorp of Virginia, Inc. (NASDAQ: SONA) (“Southern National” or the “Company”), and its wholly-owned subsidiary Sonabank (the “Bank”), today announced that Matthew A. Switzer has joined the Company as Executive Vice President and Chief Financial Officer. Jeff Karafa has assumed the title of Chief Accounting Officer and will continue to be responsible for the accounting and financial reporting functions of the Company.

Mr. Switzer brings a wealth of financial services experience to Southern National. He has spent the last fifteen years as an investment banker advising community banks on mergers and acquisitions, capital raising and strategy. Mr. Switzer comes to the Company from Stephens Inc. where he was a managing director and prior to that was a managing director with Keefe, Bruyette & Woods, a Stifel Company. A Richmond, Virginia native, Mr. Switzer has an MBA with a concentration in Finance from the University of North Carolina’s Kenan-Flagler Business School and a Bachelor of Science with High Distinction in Chemical Engineering from the University of Virginia.

“Our Company is very excited to have Matt join our team”, stated Dennis Zember, President and CEO of Southern National. “I have worked with him in his previous roles for over ten years, and relied heavily on him for his advice and opinions on the ideas and strategies to build value and be distinct. His experience in our industry, and his enthusiasm for our strategy will pay decades of dividends for our employees and our shareholders.”

About Southern National Bancorp of Virginia, Inc.

As of September 30, 2020, Southern National had $3.15 billion in total assets, $2.52 billion in total loans and $2.22 billion in total deposits. Sonabank, the Company’s banking subsidiary provides a range of financial services to individuals and small and medium sized businesses through forty-two full-service branches in Virginia and Maryland and through certain internet and mobile applications.

| 1 |

| --- |