UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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INFORMATION TO BE INCLUDED IN THE REPORT
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 13, 2025, the Board of Directors of Glen Burnie Bancorp (the “Company”) approved the appointment of Todd Capitani as Treasurer and Chief Financial Officer of the Company, and Chief Financial Officer/Executive Vice President and Treasurer of the Company’s wholly-owned subsidiary, The Bank of Glen Burnie (the “Bank”), effective November 17, 2025.
Mr. Capitani, age 59, served as the Chief Financial Officer of Shore Bancshares, Inc. and its predecessor from November 2009 until August 2025. From January 2006 through November 2009, Mr. Capitani was a Senior Manager with Deloitte Consulting, and from 2002 through December 2005 he was a Senior Consultant with Acsys, Inc. From 1998 through 2001 he was Chief Financial Officer of Ruesch International, Inc., a Washington, DC-based financial services company specializing in international B2B payment and foreign exchange solutions for businesses. From 1992 through 1998, Mr. Capitani was an audit managerwith Bertorelli & Company, a San Francisco-based accounting firm, and from 1989 through 1991, he was on the audit staff of Ernst & Young’s San Francisco office. Mr. Capitani received a Bachelor’s degree in business economics with a concentration in accounting from University of California, Santa Barbara in 1989, and became a certified public accountant in 1990.
Under the terms of Mr. Capitani’s employment, he will receive an annual base salary of $270,000, subject to merit increases in the discretion of management, plus benefits. In addition, he is eligible to receive incentive compensation in accordance with the policies of the Bank for its executive officers if certain performance goals are met. Mr. Capitani will also be granted shares of the Company’s common stock pursuant to the Company’s 2019 Equity Incentive Pan, vesting over four years. Mr. Capitani’s employment may be terminated by either party at any time.
| Item 9.01. | Financial Statements and Exhibits. |
| (c) | Exhibits |
The following exhibits are filed herewith:
Exhibit No.
| 10.1 | Employment Letter between The Bank of Glen Burnie and Todd Capitani | |
| 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 thereunto duly authorized.
| GLEN BURNIE BANCORP | ||
| (Registrant) | ||
| Date: November 18, 2025 | By: | /s/ Mark C. Hanna |
| Mark C. Hanna | ||
| Chief Executive Officer | ||
Exhibit 10.1
October 22, 2025
Todd Capitani
2305 Audrey Manor Ct.
Waldorf, MD 20603
Dear Todd,
I am pleased to offer you a position with The Bank of Glen Burnie (the “bank”), as Chief Financial Officer, Executive Vice President (subject to Board approval). If you decide to join us, you will receive an annual salary of $270,000.00 which will be paid Bi-weekly in accordance with the Bank’s normal payroll procedures. You will be eligible for PTO, accrued at a rate of 7.2115 hours per biweekly pay schedule. This works out to be 187.50 hours per year which will be prorated for the remainder of 2025. Annual leave is made available at the start of each calendar year but not fully earned until the end of that calendar year.
You will also be granted $35,000 in equity awards which will vest pro-ratably over four years (subject to Board approval). The number of shares will be determined at the award date based upon the GLBZ closing price from the prior trading day.
In addition, you will be eligible for the bank’s cash bonus incentive plan and long-term incentive plan. Each of these plans are anticipated to include a targeted annual payout of 20% of your base salary based upon certain performance targets. The incentive can go above or below the targeted amount based upon performance. These plans are currently only proposed and are subject to the approval of the Bank’s Board of Directors.
As a condition of employment, the Bank has agreed to pay a service fee to an Executive Recruiting Company. Should you decide to leave the bank prior to the end of twelve (12) months employment, you agree to reimburse the Bank, in full, for this service fee. The stated service fee is $57,200. Additionally, you will be granted severance benefits of 2.99 times your average annual taxable compensation under the Bank’s Change in Control Severance Plan which was effective February 12, 1998 and amended and restated on August 9, 2001. This document will be amended such that the protections of these benefits will not be subject to amendment or termination in Article IX of this document.
If the Bank’s Board of Directors fails to approve the cash bonus incentive plan, long-term incentive plan or the proposed amendment to Change in Control Severance Plan outlined in this letter, the Bank will waive the requirement to reimburse the Bank for service fee to the Executive Recruiting Company.
While the position is primarily an “in-office” position, the Bank agrees to allow you to work remotely one day a week.
All employees are hired on a six-month initial evaluation period, which can be terminated by you and/or the bank at any time. During this time, your performance will be reviewed to determine appropriate action, i.e., a change of status to 1) extended probation, or 2) termination.
Kindly indicate your understanding and acceptance of our offer by signing below. We look forward to seeing you on November 3 or a mutually agreed upon date in the next 60 days.
Sincerely,
| /s/ | |
| Mark C. Hanna | |
| President CEO |
I agree with the terms of the employment above.
| /s/ | 10/25/25 | |
| Todd Capitani | Date |