LINKBANCORP, Inc. appointed Mr. Breda as new CEO

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.