Item 5.02.Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 17, 2023, VWF Bancorp, Inc. (the "Company"), the holding company for
Van Wert Federal Savings Bank (the "Bank"), appointed Richard W. Brackin to
serve as the Company's Chief Financial Officer and Treasurer, effective
immediately. The Bank also appointed Mr. Brackin to serve as the Bank's Chief
Financial Officer and Treasurer, effective immediately.
On April 17, 2023, Kylee Moody submitted her resignation as the Company's and
the Bank's Chief Financial Officer and Treasurer, effective immediately. The
Company and the Bank appointed her to serve as their Controller, effective
immediately.
Mr. Brackin, age 40, a certified public accountant, has been affiliated with
FORVIS, LLP (formerly BKD, LLP) since September 2017.
On April 17, 2023, the Bank and Mr. Brackin entered into an employment agreement
with respect to his appointment as Chief Financial Officer and Treasurer. The
employment agreement has an initial term of two years. Commencing as of the
first anniversary of the effective date of the employment agreement and
continuing as of each subsequent anniversary of that date, the term of the
employment agreement will extend for an additional year, so that the term again
become two years. However, at least 30 days before the anniversary of the
renewal date of the employment agreement, the disinterested members of the board
of directors must conduct a comprehensive performance evaluation of Mr. Brackin
and affirmatively approve any extension of the employment agreement for an
additional year or determine not to extend the term of the employment agreement.
If the board of directors determines not to extend the term, it must notify Mr.
Brackin before the applicable anniversary date and the term of the employment
agreement will expire at the end of the then current term. If a change in
control occurs during the term of the employment agreement, the term of the
employment agreement will automatically renew for two years from the effective
date of the change in control.
The employment agreement provides that Mr. Brackin will receive an annual salary
of $135,000 for 2023 and $150,000 for 2024. Thereafter, the board of directors
will review the base salary at least annually and it may be increased, but not
decreased. In addition to receiving a base salary, Mr. Brackin (i) is eligible
to participate in any bonus programs available to senior management employees of
the Bank and/or (ii) may receive a bonus, if any, on a discretionary basis, as
determine by the Board of Directors or the Compensation Committee. For 2023, his
discretionary bonus is $10,000 and for 2024 and beyond, his discretionary bonus
will equal 20% of his base salary based on achievement of specified goals
outlined for each year. Mr. Brackin (i) is eligible to participate in any
benefit plans made available to senior management employees of the Bank. He will
also be reimbursed for all reasonable business expenses incurred in performing
his duties.
If Mr. Brackin voluntarily terminates employment, he will be entitled to receive
the sum of his (i) unpaid salary, (ii) unpaid expense reimbursements, (iii)
unused accrued paid time-off, (iv) earned but unpaid incentive compensation and
(v) any vested benefits he may have under any employee benefit plan of the Bank
through the date of termination (collectively, the "Accrued Obligations").
In the event Mr. Brackin's employment involuntary terminates for reasons other
than cause, disability or death, or in the event of his resignation for "good
reason," in either event other than in connection with a change in control, he
will receive a severance payment, paid in a lump sum, equal to the Accrued
Obligations plus six (6) months of the current base salary. In addition, if he
elects COBRA coverage, he will be reimbursed for his monthly COBRA premium
payments for up to six (6) months.
In the event Mr. Brackin's employment involuntary terminates for reasons other
than cause, disability or death, or in the event of his resignation for "good
reason," in either event within 24 months following a change in control, he will
receive a severance payment, paid in a single lump sum, equal to his Accrued
Obligations plus one (1) times the sum of (i) his base salary in effect as of
the date of termination or during the prior three (3) years, whichever is
higher, and (ii) his highest target bonus earned or paid for any of the three
(3) most recently completed annual performance periods prior to the change in
control. In addition, if he elects COBRA coverage, he will be reimbursed for his
monthly COBRA premium payments for up to twelve (12) months.
For purposes of the employment agreement, "good reason" is defined as (i) a
reduction in his salary or incentive compensation opportunities, (ii) a material
reduction in Mr. Brackin's authority, duties, or responsibilities, (iii) a
relocation of his principal place of employment by more than 35 miles from
downtown Fort Wayne (expressed as the intersection of Calhoun Street and Main
Street), or (iv) a material breach of the employment agreement by the Bank.
Should Mr. Brackin become disabled during the term of the employment agreement,
he will be entitled to the Accrued Obligations. If he dies while employed by the
Bank, his beneficiaries will receive the Accrued Obligations.
Upon a termination of employment (other than a termination in connection with a
change in control), Mr. Brackin will be required to adhere to six-month
non-competition and non-solicitation restrictions set forth in the employment
agreement.
Item 9.01.Financial Statements and Exhibits
(d )Exhibits.
The following exhibit is filed with this report:
Exhibit Number Description
10.1 Employment Agreement with Richard W. Brackin
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