Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On September 30, 2022, 1895 Bancorp of Wisconsin, Inc. (the “Company”) and PyraMax Bank, FSB (“PyraMax Bank”), the wholly owned
subsidiary of the Company, announced that Richard Hurd, Chief Executive Officer of the Company and the Bank, had relinquished his role as Chief Executive Officer of
the Company and the Bank and will assume the role as Executive Vice President - Strategic Planning Officer in order to continue to provide leadership and direction
to the Bank and the Company, effective as of October 1, 2022. Mr. Hurd’s change in duties is not the result of any dispute or disagreement with the Company or PyraMax Bank.
In addition, Thomas Peterson, Senior Vice President and Chief Lending Officer of the Company and the Bank, announced his intention to
step down from his position as Chief Lending Officer of the Bank while continuing to work part-time for the Bank as a Commercial Lending Officer, effective as of November 1, 2022. Mr. Peterson’s change in duties is not the result of any dispute or
disagreement with the Company or PyraMax Bank.
In consideration of the revised roles of Messrs. Hurd and Peterson, and in order to assure a smooth transition of the Company and the
Bank, the Board of Directors of the Company and the Bank (collectively, the “Boards”) approved the following changes in executive titles and responsibilities of the
Company’s and Bank’s executive officers effective as of October 1, 2022: (1) David Ball, the current President and Chief Operating Officer, has been promoted to the Chief Executive Officer and President of the Company and the Bank, with an increase
in base salary to $313,635; (2) Monica Baker, the current Senior Vice President and Chief Brand Officer, has been promoted to Executive Vice President – Chief Operating
Officer of the Company and the Bank, with an increase in base salary to $220,000, while maintaining her position as Chief Brand Officer; (3) Steven Klitzing, the current Senior Vice President, Chief Financial Officer and Treasurer of the
Company and the Bank, has been promoted to Executive Vice President – Chief Financial Officer and Treasurer of the Company and the Bank, with an increase in base
salary to $220,000; and (4) Richard Hurd, the current Chief Executive Officer of the Company and the Bank, will assume the role as Executive Vice President - Strategic
Planning Officer. The Boards shall search for a new executive officer to serve as a Senior Vice President and Chief Lending Officer.
The Boards also entered into a First Amendment to
Employment Agreement with each of Messrs. Hurd, Ball and Klitzing and with Ms. Baker (the “First Amendment(s)”), effective October 1, 2022. The First Amendments reflect the changes set forth above with respect to the changes in executive
titles and responsibilities of Messrs. Hurd, Ball and Klitzing and Ms. Baker, including the changes in base salary, as determined by the Boards. There were no other changes to the employment agreements.
The Boards also entered into a First Amendment to Employment Agreement with Mr. Peterson (also, a “First
Amendment”), reflecting his reduced role and setting forth the following: (i) the change in his title to Senior Vice President and Commercial Lending Officer; (ii) a decrease in his hours to approximately 20 hours per week; (iii) a commensurate
reduction in base salary and benefits; and (iv) reduced severance payments to the Executive upon an Event of Termination relating to a change in control that reflect his reduced role.
The foregoing descriptions of the First
Amendments for Messrs. Hurd, Ball, Peterson and Klitzing and with Ms. Baker, are qualified in their entirety by reference to the copy of the First
Amendments for each that are included as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 to this Current Report and are incorporated by reference into this Item 5.02.
A copy of the press release announcing the executive changes is included as exhibit 99.1 to this report and is incorporated
herein by reference.