Posted 01 December, 2023
LINKBANCORP, Inc. appointed Mr. Breda as new CEO
Nasdaq:LNKB appointed new Chief Executive Officer Mr. Breda in a 8-K filed on 01 December, 2023.
In connection with the Transaction, Mr. Breda, was appointed as a Director of LINK and Chief Executive Officer, Delmarva Market.
Don't how to trade CEO change? Read Reasons for CEO Turnover and Effect on Stock Performance.
Overview of LINKBANCORP, Inc.
Financial Services • Banking
LINKBANCORP, Inc. operates as bank holding company. It provides banking services through its subsidiaries. The company was founded in 2018 and is headquartered in Camp Hill, PA.Market Cap
$258M
View Company Details
$258M
Relevant filing section
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Directors In accordance with the terms of the Merger Agreement and the Bylaws Amendment (as defined under Item 5.03 below), as of the Effective Time, the number of directors that comprise the full board of directors of LINK (the "Board") was increased to twenty-two (22), of which (i) twelve (12) were directors of LINK immediately prior to the Effective Time (the "LINK Designated Directors"), as determined by LINK, and (ii) ten (10) were directors of Partners immediately prior to the Effective Time (the "Partners Designated Directors"), as determined by Partners. Resignation of Directors In connection with the Transaction, at the Effective Time, Brent Smith (the "Resigning Director") resigned as a member of the Board. The resignation of the Resigning Director was not the result, in whole or in part, of any disagreement with LINK or LINK's management. Continued Service of Directors; Election of Directors The twelve LINK Designated Directors that continue to serve on the Board, in each case effective from and after the Effective Time, are as follows: Andrew Samuel, Jennifer Delaye, Anson Flake, George Parmer, Debra Pierson, Diane Poillon, William Pommerening, Joseph C. Michetti, Jr., Kristen Snyder, David Koppenhaver, Steven Tressler, and William Jones. The ten Partners Designated Directors that were appointed by the Board to fill the vacancies resulting from the resignation referred to above and the increase in the size of the Board to twenty-two (22) as of the Effective Time, in each case effective from and after the Effective Time, are as follows: Mona D. Albertine, John W. Breda, Michael W. Clark, David Doane, Lloyd B. Harrison, III, Kenneth R. Lehman, George P. Snead, James A. Tamburro, Jeffrey F. Turner, and Robert C. Wheatley (collectively, the "New Directors"). Pursuant to the Merger Agreement and the Bylaws Amendment (as defined under Item 5.03 below), effective as of the Effective Time, Mr. Turner, the Chairman of the Board of Partners prior to the Effective Time, was appointed Vice Chairman of LINK. Other than the Merger Agreement and, in the case of Messrs. Harrison and Breda, certain agreements as described below, there are no arrangements between the New Directors and any other person pursuant to which the New Directors were selected as directors. There are no transactions in which any New Director has an interest requiring disclosure under Item 404(a) of Regulation S-K. Biographical information related to the New Directors, other than for David Doane, can be found under the heading "Directors, Executive Officers and Corporate Governance" under Item 10 in Partners' Annual Report on Form 10-K filed with the Commission on March 29, 2023, which is incorporated herein by reference. Biographical information for David Doane can be found in Partners' Current Report on Form 8-K filed with the Commission on November 8, 2023, which is incorporated herein by reference. Board Committee Assignments after the Transaction The committees of the Board are comprised of the following members, in each case effective as of the Effective Time: Audit Committee Nominating & Corporate Governance Committee William Jones Chair David Koppenhaver Chair David Doane George Snead Kristen Snyder Debra Pierson Anson Flake Jeffrey Turner Robert Wheatley George Parmer Compensation Committee Enterprise Risk Management Committee George Parmer Chair William Pommerening Chair Debra Pierson Anson Flake Steven Tressler Andrew Samuel Kenneth Lehman Kristen Snyder Mona Albertine Michael Clarke Director Compensation Each New Director (other than Mr. Breda, who will be compensated as an employee) will be compensated for such service in accordance with LINK's non-employee director compensation program on the same basis as other non-employee directors, as described under "Director Compensation" in LINK's 2023 Proxy Statement filed with the Commission on April 18, 2023. Certain Agreements In connection with the Transaction, Mr. Breda, was appointed as a Director of LINK and Chief Executive Officer, Delmarva Market. Mr. Breda entered into a new employment agreement with LINK and LINKBANK (the "Breda Employment Agreement"). Additionally, in connection with the Transaction, Mr. Harrison entered into a separation and non-competition agreement with LINK (the "Harrison Agreement"). The Breda Employment Agreement and the Harrison Agreement, each of which became effective as of the Effective Time, have been previously described under the section of the Joint Proxy Statement/Prospectus entitled "The Merger-Interests of Certain Partners Directors and Executive Officers in the Merger-Employment and Other Agreements," which descriptions are incorporated herein by reference. The foregoing descriptions of the Breda Employment Agreement and the Harrison Agreement do not purport to be complete and are qualified in its entirety to the full text of the Breda Employment Agreement and the Harrison Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report and are incorporated herein by reference. Amendment to the Supplemental Executive Retirement Plan Agreement with Andrew Samuel Effective December 1, 2023, LINKBANK amended its Supplemental Executive Retirement Plan Agreement with Andrew Samuel, its Chief Executive Officer, originally effective as of October 28, 2021, as amended (the "SERP"). The amendment to the SERP increases the annual normal retirement benefit payable to Mr. Samuel to $600,000. In addition, the amendment increases the benefit payable in the event of the executive's death prior to the commencement of benefit payments as set forth in the amendment. The SERP was filed as an exhibit to the LINK's Current Report on Form 8-K filed on November 3, 2021. The above description of the amendment does not purport to be complete and is qualified in its entirety by reference to the amendment, attached as Exhibit 10.3 to this Current Report on Form 8-K.
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