8-K
First Seacoast Bancorp, Inc. (FSEA)
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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): May 29, 2025
FIRST SEACOAST BANCORP, INC.
(Exact Name of Registrant as Specified in Charter)
| Maryland | 001-41597 | 92-0334805 | |
|---|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) | |
| 633 Central Avenue, Dover, New Hampshire | 03820 | ||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (603) 742-4680
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 (see General Instruction A.2. below):
| ☐ | 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, par value $0.01 per share | FSEA | The Nasdaq Stock Market LLC |
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. |
|---|
At the annual organizational meeting of the Board of Directors of First Seacoast Bancorp, Inc. (the “Company”) held on May 29, 2025 after the Annual Meeting of Stockholders, the Company’s Board of Directors elected Richard Donovan, Chief Financial Officer/Treasurer of the Company, to succeed James R. Brannen as the Company’s President. Separately, Mr. Donovan, Chief Financial Officer of the Bank, also succeeded Mr. Brannen as the Bank’s President.
Mr. Brannen continues to serve as Chief Executive Officer of the Company and the Bank.
For further information regarding the transition of the office of President, reference is made to the press release dated May 29, 2025, filed as Exhibit 99.1 hereto and incorporated in this Item 5.02 by reference.
In connection with the transition of the office of President, each of Messrs. Brannen and Donovan and the Bank have entered into an amendment to their respective Employment Agreement. For further information, reference is made to the Third Amendment to Mr. Brannen’s Employment Agreement and the Third Amendment to Mr. Donovan’s Employment Agreement, filed as Exhibits 10.1 and 10.2, respectively, hereto and incorporated in this Item 5.02 by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company’s Annual Meeting of Stockholders was held on May 29, 2025. The final result of the vote on each matter submitted to a vote of stockholders is as follows:
| 1. | The following individuals were elected as directors of the Company, each for a three-year term or until his successor is duly elected and qualified,<br> by the following vote: | |||
|---|---|---|---|---|
| For | Withhold | Broker Non-Votes | ||
| --- | --- | --- | --- | |
| Michael J. Bolduc | 1,933,413 | 666,329 | 1,128,143 | |
| Mark P. Boulanger | 2,076,480 | 523,262 | 1,128,143 | |
| 2. | The appointment of Wolf & Company, P.C. to serve as the Company’s independent registered public accounting firm for the fiscal year ending<br> December 31, 2025, was ratified by the following vote: | |||
| --- | --- | |||
| For | Against | Abstentions | Broker Non-Votes | |
| --- | --- | --- | --- | |
| 3,707,951 | 13,132 | 6,802 | -0- | |
| 3. | The compensation of the Company’s named executive officers, as disclosed in the proxy statement, was approved by the following advisory, non-binding<br> vote: | |||
| --- | --- | |||
| For | Against | Abstentions | Broker Non-Votes | |
| --- | --- | --- | --- | |
| 2,411,594 | 115,937 | 72,211 | 1,128,143 | |
| 4. | The frequency of the stockholder advisory, non-binding vote to approve the compensation of the Company’s named executive officers was determined by<br> the following non-binding advisory vote: | |||
| --- | --- | |||
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes |
| --- | --- | --- | --- | --- |
| 2,474,749 | 3,181 | 34,208 | 87,604 | 1,128,143 |
Based on the above vote, the Company has determined to include an advisory, non-binding stockholder vote on executive compensation in its annual meeting proxy solicitation materials each year until the next required vote on the frequency of the advisory, non-binding stockholder vote on executive compensation to occur no later than at the Company’s 2031 Annual Meeting of Stockholders.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
|---|---|
| 10.1 | Third Amendment to Employment Agreement of James R.<br> Brannen |
| --- | --- |
| 10.2 | Third Amendment to Employment Agreement of Richard<br> Donovan |
| --- | --- |
| 99.1 | Press Release dated May 29, 2025 |
| --- | --- |
| 104 | Cover Page Interactive Data File (Embedded within 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.
| Dated: May 29, 2025 | FIRST SEACOAST BANCORP, INC. | |
|---|---|---|
| By: | /s/ James R. Brannen | |
| President and Chief Executive Officer |
EXHIBIT 10.1
THIRD AMENDMENT TO
EMPLOYMENT AGREEMENT
This Amendment is made as of this 29^th^ day of May 2025 (the “Amendment”), by and between First Seacoast Bank, a federally chartered savings bank (the “Bank”), and James R. Brannen (the “Executive”). Capitalized terms which are not defined herein shall have the meaning ascribed to them in the Agreement. First Seacoast Bancorp, Inc. is a signatory to this Amendment solely as provided for in Section 12 of the Agreement (as hereinafter defined).
WITNESSETH
WHEREAS, the Bank and the Executive are parties to the Employment Agreement, dated as of March 1, 2019, by and between the Bank and the Executive (the “Agreement”), which was amended July 16, 2019, and again on January 26, 2023; and
WHEREAS, the Bank and the Executive wish to reflect the transition of the Executive from the positions of President and Chief Executive Officer of the Bank to the position of Chief Executive Officer of the Bank.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intention to be legally bound hereby, the Bank and the Executive agree as follows:
| 1. | Effective as of May 29, 2025, Section 1 of the Employment Agreement, Position and Responsibilities, is deleted in its entirety and replaced with<br> the following new Section 1, Position and Responsibilities: |
|---|
“During the term of this Agreement, the Executive shall serve as a member of the board of directors of the Bank (the “Board of Directors”) and Chief Executive Officer of the Bank. As Chief Executive Officer of the Bank, the Executive shall be responsible for, in coordination with the President of the Bank, the overall management of the Bank, and shall be responsible for establishing the business objectives, policies and strategic plan of the Bank, in conjunction with the Board of Directors. The Executive also shall be responsible for providing leadership and direction to all departments or divisions of the Bank and shall be the primary contact between the Board of Directors and the staff of the Bank. As Chief Executive Officer, the Executive shall report directly to the Board of Directors. The Executive also shall be nominated as a member of the Board of Directors, subject to election by shareholders of the Bank, as the case may be. The Executive also agrees to serve, if elected or appointed, as an officer and/or director of any affiliate of the Bank.”
| 2. | Effective as of May 29, 2025, Section 4(a)(ii)(A) of the Employment Agreement is deleted in its entirety and replaced with the following new<br> Section 4(a)(ii)(A): |
|---|
“(A) the failure to appoint the Executive to the position(s) set forth in Section 1 or a material change in the Executive’s function, duties, or responsibilities, which would cause the Executive’s position(s) to become of lesser responsibility, importance,
or scope from the position(s) and responsibilities, importance or scope described in Section 1 (and any material change shall be deemed a continuing breach of this Agreement by the Bank), unless the Executive has agreed to the change in writing. Notwithstanding the foregoing, the Bank and the Executive acknowledge and agree that the Executive’s transition from the positions of President and Chief Executive Officer of the Bank to the position of Chief Executive Officer of the Bank shall not constitute an event of “Good Reason” that would allow the Executive to resign in such a way as to constitute an Event of Termination.”
| 3. | All other provisions of the Employment Agreement shall remain in full force and in effect as presently written. |
|---|
[signature page follows]
IN WITNESS WHEREOF, the Bank and the Company have caused this Amendment to be executed by their duly authorized representatives, and the Executive has signed this Amendment, on this 29^th^ day of May 2025.
| First Seacoast Bank | |
|---|---|
| /s/ James Jalbert | |
| By: | Chairperson of the Board |
| First Seacoast Bancorp, Inc. | |
| /s/ James Jalbert | |
| By: | Chairperson of the Board |
| Executive | |
| /s/ James R. Brannen | |
| James R. Brannen |
EXHIBIT 10.2
THIRD AMENDMENT TO
EMPLOYMENT AGREEMENT
This Amendment is made as of this 29^th^ day of May 2025 (the “Amendment”), by and between First Seacoast Bank, a federally chartered savings bank (the “Bank”), and Richard M. Donovan (the “Executive”). Capitalized terms which are not defined herein shall have the meaning ascribed to them in the Agreement. First Seacoast Bancorp, Inc. is a signatory to this Amendment solely as provided for in Section 12 of the Agreement (as hereinafter defined).
WITNESSETH
WHEREAS, the Bank and the Executive are parties to the Employment Agreement, dated as of March 1, 2019, by and between the Bank and the Executive (the “Agreement”), which was amended July 16, 2019, and again on January 26, 2023; and
WHEREAS, the Bank and the Executive wish to reflect the Executive’s appointment as President of the Bank.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intention to be legally bound hereby, the Bank and the Executive agree as follows:
| 1. | Effective as of May 29, 2025, Section 1 of the Employment Agreement, Position and Responsibilities, is deleted in its entirety and replaced with<br> the following new Section 1, Position and Responsibilities: |
|---|
“During the term of this Agreement, the Executive shall serve as President and Chief Financial Officer of the Bank. As President and Chief Financial Officer of the Bank, the Executive shall be responsible for, in coordination with the Chief Executive Officer of the Bank, the overall management of the Bank, and shall be responsible for establishing the business objectives, policies and strategic plan of the Bank, in conjunction with the Board of Directors of the Bank (the “Board of Directors”). The Executive also shall be responsible for providing leadership and direction to all departments or divisions of the Bank and shall be the primary contact between the Board of Directors and the staff of the Bank. As President and Chief Financial Officer, the Executive shall report directly to the Chief Executive Officer. The Executive also agrees to serve, if elected or appointed, as an officer and/or director of any affiliate of the Bank.”
| 2. | Effective as of May 29, 2025, Section 4(a)(ii)(A) of the Employment Agreement is deleted in its entirety and replaced with the following new<br> Section 4(a)(ii)(A): |
|---|
“(A) the failure to appoint the Executive to the position(s) set forth in Section 1 or a material change in the Executive’s function, duties, or responsibilities, which would cause the Executive’s position(s) to become of lesser responsibility, importance, or scope from the position(s) and responsibilities, importance or scope described in Section 1 (and any material change shall be deemed a continuing breach of this
Agreement by the Bank), unless the Executive has agreed to the change in writing. Notwithstanding the foregoing, the Bank and the Executive acknowledge and agree that the Executive’s appointment as President of the Bank, in addition to Chief Financial Officer of the Bank, shall not constitute an event of “Good Reason” that would allow the Executive to resign in such a way as to constitute an Event of Termination.”
| 3. | All other provisions of the Employment Agreement shall remain in full force and in effect as presently written. |
|---|
[signature page follows]
IN WITNESS WHEREOF, the Bank and the Company have caused this Amendment to be executed by their duly authorized representatives, and the Executive has signed this Amendment, on this 29^th^ day of May 2025.
| First Seacoast Bank | |
|---|---|
| /s/ James Jalbert | |
| By: | Chairperson of the Board |
| First Seacoast Bancorp, Inc. | |
| /s/ James Jalbert | |
| By: | Chairperson of the Board |
| Executive | |
| /s/ Richard M. Donovan | |
| Richard M. Donovan |
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
May 29, 2025
First Seacoast Bancorp, Inc. Announces President Transition
Dover, NH – First Seacoast Bancorp, Inc. (the “Company”), the holding company for First Seacoast Bank (the “Bank”), announced today that its Board of Directors unanimously approved a transition in executive leadership. The offices of President of the Company and the Bank, formerly held by James R. Brannen, have transitioned to Richard M. Donovan, who currently serves as Chief Financial Officer.
At its meeting on May 29, 2025, and in accordance with the Bank’s succession plan, the Board of Directors appointed Brannen to serve as Chief Executive Officer and Donovan to serve as President and Chief Financial Officer. To ensure a seamless transition and focus on advancing the Bank’s mission and strategic priorities, Brannen will work closely with Donovan during the transition.
James M. Jalbert, Chairman of the Company’s Board of Directors, said, “I have served on the Bank’s Board of Directors for more than 10 years and in my tenure have had the honor of witnessing, first-hand, organizational growth through momentous and positive change. Jim and Rick have worked collaboratively since 2018, and Rick is eminently qualified to serve as President. I believe their shared and unwavering commitment to deepening our impact will allow us to move forward with purpose and remain true to the same values that have supported our success for the last 135 years.”
First Seacoast Bancorp, Inc. (NASDAQ: FSEA) is the holding company for First Seacoast Bank. Founded in 1890, the Bank has five branch offices in the Seacoast region of New Hampshire with headquarters in Dover. Inspired by a legacy of community bank values, the Bank is proud of its longstanding commitment to making a positive impact for its customers, the Company’s shareholders and the communities it serves. For more information, visit firstseacoastbank.com.
Investor Contact
James R. Brannen
Chief Executive Officer, First Seacoast Bancorp, Inc.
603.742.4680
investorrelations@firstseacoastbank.com
Media Contact
Tiffany L. Stackpole
Marketing & Public Relations, First Seacoast Bank
603.742.4680
marketing@firstseacoastbank.com