Peoples Financial Services Corp 8-K, filed May 12, 2020
Peoples Financial Services Corp. (PFIS)
About this 8-K
Peoples Financial Services Corp filed this 8-K on May 12, 2020, reporting on events of May 8, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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: May 8, 2020
(Date of earliest event reported)
PEOPLES FINANCIAL SERVICES CORP.
(Exact name of registrant as specified in its charter)
001-36388
(Commission File Number)
| PA | 23-2391852 | |
| (State or other jurisdiction of incorporation) | (IRS Employer of Identification No.) |
| 150 North Washington Avenue, Scranton, Pennsylvania | 18503-1848 | ||
| (Address of principal executive offices) | (Zip Code) |
(570) 346-7741
(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 (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, $2.00 par value | PFIS | The Nasdaq Stock Market |
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 May 8, 2020, the compensation committee of the board of directors of Peoples Financial Services Corp., the “Company,” approved special discretionary cash bonuses payable to Joseph M. Ferretti, Executive Vice President and President NE Region, and Neal D. Koplin, Senior Executive Vice President and Chief Banking Officer, two of the Company’s named executive officers. Mr. Ferretti will receive $20,000 and Mr. Koplin will receive $30,000, each at the next regularly scheduled payroll period.
On May 8, 2020, the Company’s compensation committee also approved an amendment and restatement of the Company’s non-equity incentive compensation plan, the “Executive Cash Bonus Plan” or “Plan.” Pursuant to the Plan, designated executive officers have the opportunity to earn performance-based incentive payments based upon the attainment of performance goals approved by the Company’s compensation committee. The amendments to the Plan clarified the purposes of the Plan, eliminated default performance goals, recognized the ability of the compensation committee to approve discretionary cash bonuses from time to time, and recognized that awards, in addition to being subject to the clawback provisions of the Plan, are subject to any other clawback policy maintained by the Company or its banking subsidiary from time to time. The foregoing description is qualified in its entirety by reference to the Amended and Restated Executive Cash Bonus Plan, which is filed as Exhibits 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
The following exhibits are filed with this Form 8-K:
| Exhibit No. | Description |
| 10.1 | Peoples Security Bank and Trust Company Executive Cash Bonus Plan, amended and restated as of May 8, 2020 |
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.
| PEOPLES FINANCIAL SERVICES CORP. | ||
| By: | /s/ Craig W. Best | |
|
Craig W. Best President and Chief Executive Officer | |
| Date: May 12, 2020 | ||
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Exhibit Index
| Exhibit No. | Description |
| 10.1 | Peoples Security Bank and Trust Company Executive Cash Bonus Plan, amended and restated as of May 8, 2020 |
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Exhibit 10.1
Peoples
Security Bank and Trust Company
Executive Cash Bonus Plan
Amended and Restated as of May 8, 2020
WHEREAS, Peoples Financial Services Corp. (“Corporation”) and Peoples Security Bank and Trust Company (“Bank”) designed their compensation program to provide a competitive base salary as well as provide incentives to executive officers to effectively lead and manage the Corporation and Bank and implement their quality, earnings and growth strategies;
WHEREAS, the Corporation and Bank believe that executive compensation should be closely aligned with the long-term interests of shareholders, along with corporate goals and strategies, and should include significant performance-based criteria related to long term shareholder value, which should reflect upside potential and downside risk; and
WHEREAS, the Corporation and Bank believe that the implementation of a Cash Bonus Plan (“Plan”) will create a strong and objective link between executive compensation and shareholder value creation.
NOW THEREFORE, in consideration of the premises above and the covenants herein contained, and intending to be legally bound, the Bank agrees as follows
Section 1. Term. The Plan was originally adopted effective as of January 1, 2011 and is amended and restated as of May 8, 2020. The Plan may be terminated by the Board of Directors at any time. The Plan Year shall be a calendar year.
Section 2. Committee. The Plan shall be administered by the Compensation Committee of the Board of Directors (“Committee”). The Committee shall be vested with full authority to establish goals and grant Awards under the Plan; to adopt, amend, and rescind such rules, regulations and procedures as it deems necessary or desirable to administer the Plan; to interpret the provisions of the Plan; and to make all other determinations necessary in connection with the administration of the Plan. Any determination, decision or action of the Committee in connection with the construction, interpretation, administration or application of the Plan shall be final, conclusive and binding. No member of the Committee shall be liable for any determination, decision or action made in good faith with respect to the Plan or any Award granted under the Plan.
Section 3. Participants. The participants are designated executive officers that are in a position to contribute to the long term success of the organization. Each calendar year, the Committee shall designate those executive officers who shall participate in the Plan for that Plan Year (“Participant”).
Section 4. Awards. A Participant’s Award shall be determined based upon the attainment of written performance goals approved by the Committee. The performance goals shall be based upon criteria which may or may not be objective. The Committee may adjust measurements and weighting based upon individual circumstances which it believes warrant such adjustments.
The maximum Award which may be earned by a Participant shall also be determined and, to the extent possible, communicated to the Participant by the Committee prior to the Plan Year.
In addition to annual Awards, Participants may receive cash bonuses at times and in amounts determined by the Committee in its discretion from time to time.
Section 5. Payment of Awards. All payments in respect of annual Awards under this Plan shall be made as soon as possible after the completion of the Plan Year. Other discretionary bonuses shall be made at such times determined by the Committee.
Section 6. Clawback. In the event that Corporation or the Bank is required to prepare an accounting restatement because of the material noncompliance of the Corporation or Bank with any financial reporting requirement and if within the previous three years a Participant received an Award based upon the erroneous data, the Participant shall return and refund to the Bank the excess amount over what would have been paid to the Participant under the accounting restatement. In the event that the Corporation or the Bank is required to prepare an accounting restatement because of a Participant’s misconduct or fraudulent activity, then the Participant shall return and refund to the Bank the entire Award received based upon the erroneous data. Additionally, any amounts paid under this Plan will be subject to recoupment in accordance with any clawback policy that the Corporation or the Bank adopts, including any policy adopted pursuant to the listing standards of any national securities exchange or association on which the Corporation’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. No recovery of compensation under this Plan or any clawback policy will be an event giving rise to a right to resign for “good reason” (or similar term) under any agreement with the Corporation or the Bank.
Section 7. Termination of Employment. In the event that a Participant’s employment is terminated prior to December 31st of the year in which an annual Award is earned, he shall not be eligible to receive an Award under this Plan. A Participant must be employed by the Bank on December 31st to receive an annual Award. In the event that a Participant is terminated as a result of being convicted of a crime, for dishonesty or gross negligence, for breach of fiduciary duty, for fraud or misappropriation, or for a violation of any law, rule or regulation governing banks, bank holding companies or bank officers, or for “cause” (or similar term) under any agreement with the Corporation or the Bank, then the Participant shall not be entitled to any Award under this Plan and all of the Participant’s rights under this Plan shall terminated immediately.
Section 8. Effect on Employment. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant or other person any right to continue to be employed by or perform services for the Corporation or Bank, and the right to terminate the employment of or performance of services by any Participant at any time and for any reason is specifically reserved to the Corporation or Bank.
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Section 9. Section 409A of the Internal Revenue Code. Any payments made pursuant to this Plan, to the extent of payments made through March 15th of the calendar year, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4).
Section 10. Applicable Law. The Plan shall be construed, administered, regulated, and governed in all respects under and by the laws of the Commonwealth of Pennsylvania, except as preempted by federal law.
IN WITNESS WHEREOF, this instrument has been executed by an authorized officer of the Bank.
| ATTEST | PEOPLES SECURITY BANK AND TRUST COMPANY | ||
| /s/ | /s/ Craig W. Best | ||
| Name: | Craig W. Best | ||
| Title: | President & CEO | ||
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