UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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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. |
(e) | Amendment to Amended and Restated Employment Agreements for Jack L. Kopnisky, Luis Massiani, Rodney Whitwell, Michael E. Finn, James P. Blose, Thomas X. Geisel and Javier L. Evans |
On December 15, 2021, Sterling Bancorp, a Delaware corporation (the “Company”), and the Company’s wholly-owned subsidiary, Sterling National Bank, a national banking association (the “Bank” and, together with the Company, “Sterling”) and each of Jack L. Kopnisky, the Company's President and Sterling's Chief Executive Officer, Luis Massiani, Sterling’s Senior Executive Vice President and Chief Operating Officer and the Bank's President, Rodney Whitwell, Sterling’s Senior Executive Vice President and Chief Administrative Officer, Michael E. Finn, Sterling’s Senior Executive Vice President and Chief Risk Officer, James P. Blose, Sterling’s Executive Vice President and Chief Legal Officer, Thomas X. Geisel, Senior Executive Vice President, Corporate Banking President, and Javier L. Evans, Executive Vice President, Chief Business Operations Officer (each an “Executive” and collectively, the “Executives”), executed an amendment to their respective Amended and Restated Employment Agreement, (collectively, the “Employment Agreements”) to extend the duration of the term of each Employment Agreement, currently expiring on December 31, 2021, to provide for a term ending on December 31, 2022 (unless in the event of a “change in control” (as defined in such Employment Agreements), in such case the Employment Agreements will be terminated upon the second anniversary of the date of the change in control, if later (the “Amendments”).
As disclosed in a prior Form 8-K, on April 19, 2021, Sterling announced that it entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 18, 2021, between Sterling and Webster Financial Corporation (“Webster”). The transactions contemplated by the Merger Agreement have not yet closed. Sterling and Webster agreed that it is in the best interests of both companies and their subsidiaries that the expiring Employment Agreements for Sterling’s executive officers be extended as proposed in the Amendments to ensure continuity of operations through the closing of the transactions contemplated by the Merger Agreement. Accordingly, Webster agreed to waive forbearance restrictions under the Merger Agreement otherwise prohibiting Sterling from amending employment agreements for its employees, including its executive officers.
The Amendments to the Employment Agreements are attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7 and are incorporated by reference herein.
Amendment of Performance Period of the 2019-2021 Performance Awards
As part of the Company’s long-term incentive plan, the Company previously granted performance awards with a performance period of January 1, 2019 through December 31, 2021 that utilize the KBW Regional Bank Index to determine the achievement of certain performance metrics (the “2019-2021 Performance Awards”). On December 13, 2021, with Webster’s waiver of the forbearance restrictions under the Merger Agreement, the Compensation Committee of the Board of Directors approved amending the 2019-2021 Performance Awards to have a performance period ending on September 30, 2021 and certifying performance on the shortened performance period that is otherwise in the ordinary course and consistent with past practice.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits |
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 thereunto duly authorized.
STERLING BANCORP | ||
Date: December 17, 2021 | ||
By: | /s/ Jack Kopnisky | |
Jack Kopnisky | ||
President and Chief Executive Officer |
Exhibit 10.1
Amendment No. 1 to
Amended and Restated
Employment Agreement
This Amendment No. 1 (the "Amendment"), to the Amended and Restated Employment Agreement dated April 3, 2019, by and among Sterling Bancorp, a Delaware corporation (the "Company"), Sterling National Bank, a national banking association organized and existing under the laws of the United States of America (the "Bank" and, together with the Company, "Sterling"), and Jack L. Kopnisky ("Executive") (the "Agreement") is made and entered into as of December 15, 2021, to be effective on January 1, 2022 (the "Effective Date").
WHEREAS, the Company, the Bank and Executive desire to amend the Agreement to extend the term of the Executive's employment with the Company and the Bank on the Effective Date for a period of one year.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and obligations hereinafter set forth, the Company, the Bank and Executive hereby agree as follows:
1. Section 2(a) of the Agreement is hereby amended as follows:
2. Employment Period.
(a) Duration. Executive's period of employment with Sterling under this Agreement shall begin on the Effective Date and shall continue until December 31, 2022 (or, if a Change in Control (as defined below) occurs prior to such anniversary, the second anniversary of the date of the Change in Control, if later), unless terminated prior thereto by either Sterling or Executive in accordance with Section 6 hereof (such period of employment being the "Employment Period").
2. Except as expressly stated herein, this Amendment does not amend or otherwise modify any of the terms or conditions of the Agreement, which shall remain in full force and effect pursuant to its terms. Any terms not defined herein shall have the meaning set forth in the Agreement. To the extent applicable, each Party hereby represents and warrants that its respective signatory has been and is on the date of this Amendment duly authorized by all necessary corporate action to execute this Amendment.
3. This Amendment may be executed in a number of identical counterparts, which, taken together, shall constitute collectively one and the same agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company and the Bank have caused this Agreement to be executed and Executive has hereunto set his hand, all as of the Effective Date specified above.
STERLING BANCORP | ||
By: | /s/ Richard O’Toole | |
Name: Richard O’Toole | ||
Title: Chairman of the Board of Directors |
STERLING NATIONAL BANK | ||
By: | /s/ Richard O’Toole | |
Name: Richard O’Toole | ||
Title: Chairman of the Board of Directors |
EXECUTIVE | |
/s/ Jack L. Kopnisky | |
Jack L. Kopnisky |
Exhibit 10.2
Amendment No. 1 to
Amended and Restated
Employment Agreement
This Amendment No. 1 (the "Amendment"), to the Amended and Restated Employment Agreement dated April 3, 2019, by and among Sterling Bancorp, a Delaware corporation (the "Company"), Sterling National Bank, a national banking association organized and existing under the laws of the United States of America (the "Bank" and, together with the Company, "Sterling"), and Luis Massiani ("Executive") (the "Agreement") is made and entered into as of December 15, 2021, to be effective on January 1, 2022 (the "Effective Date").
WHEREAS, the Company, the Bank and Executive desire to amend the Agreement to extend the term of the Executive's employment with the Company and the Bank on the Effective Date for a period of one year.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and obligations hereinafter set forth, the Company, the Bank and Executive hereby agree as follows:
1. Section 2(a) of the Agreement is hereby amended as follows:
2. Employment Period.
(a) Duration. Executive's period of employment with Sterling under this Agreement shall begin on the Effective Date and shall continue until December 31, 2022 (or, if a Change in Control (as defined below) occurs prior to such anniversary, the second anniversary of the date of the Change in Control, if later), unless terminated prior thereto by either Sterling or Executive in accordance with Section 6 hereof (such period of employment being the "Employment Period").
2. Except as expressly stated herein, this Amendment does not amend or otherwise modify any of the terms or conditions of the Agreement, which shall remain in full force and effect pursuant to its terms. Any terms not defined herein shall have the meaning set forth in the Agreement. To the extent applicable, each Party hereby represents and warrants that its respective signatory has been and is on the date of this Amendment duly authorized by all necessary corporate action to execute this Amendment.
3. This Amendment may be executed in a number of identical counterparts, which, taken together, shall constitute collectively one and the same agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company and the Bank have caused this Agreement to be executed and Executive has hereunto set his hand, all as of the Effective Date specified above.
STERLING BANCORP | ||
By: | /s/ Jack L. Kopnisky | |
Name: Jack L. Kopnisky | ||
Title: President and Chief Executive Officer |
STERLING NATIONAL BANK | ||
By: | /s/ Jack L. Kopnisky | |
Name: Jack L. Kopnisky | ||
Title: Chief Executive Officer |
EXECUTIVE | |
/s/ Luis Massiani | |
Luis Massiani |
Exhibit 10.3
Amendment No. 1 to
Amended and Restated
Employment Agreement
This Amendment No. 1 (the "Amendment"), to the Amended and Restated Employment Agreement dated April 3, 2019, by and among Sterling Bancorp, a Delaware corporation (the "Company"), Sterling National Bank, a national banking association organized and existing under the laws of the United States of America (the "Bank" and, together with the Company, "Sterling"), and Rodney Whitwell ("Executive") (the "Agreement") is made and entered into as of December 15, 2021, to be effective on January 1, 2022 (the "Effective Date").
WHEREAS, the Company, the Bank and Executive desire to amend the Agreement to extend the term of the Executive's employment with the Company and the Bank on the Effective Date for a period of one year.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and obligations hereinafter set forth, the Company, the Bank and Executive hereby agree as follows:
1. Section 2(a) of the Agreement is hereby amended as follows:
2. Employment Period.
(a) Duration. Executive's period of employment with Sterling under this Agreement shall begin on the Effective Date and shall continue until December 31, 2022 (or, if a Change in Control (as defined below) occurs prior to such anniversary, the second anniversary of the date of the Change in Control, if later), unless terminated prior thereto by either Sterling or Executive in accordance with Section 6 hereof (such period of employment being the "Employment Period").
2. Except as expressly stated herein, this Amendment does not amend or otherwise modify any of the terms or conditions of the Agreement, which shall remain in full force and effect pursuant to its terms. Any terms not defined herein shall have the meaning set forth in the Agreement. To the extent applicable, each Party hereby represents and warrants that its respective signatory has been and is on the date of this Amendment duly authorized by all necessary corporate action to execute this Amendment.
3. This Amendment may be executed in a number of identical counterparts, which, taken together, shall constitute collectively one and the same agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company and the Bank have caused this Agreement to be executed and Executive has hereunto set his hand, all as of the Effective Date specified above.
STERLING BANCORP | ||
By: | /s/ Jack L. Kopnisky | |
Name: Jack L. Kopnisky | ||
Title: President and Chief Executive Officer |
STERLING NATIONAL BANK | ||
By: | /s/ Jack L. Kopnisky | |
Name: Jack L. Kopnisky | ||
Title: Chief Executive Officer |
EXECUTIVE | |
/s/ Rodney Whitwell | |
Rodney Whitwell |
Exhibit 10.4
Amendment No. 1 to
Amended and Restated
Employment Agreement
This Amendment No. 1 (the "Amendment"), to the Amended and Restated Employment Agreement dated April 3, 2019, by and among Sterling Bancorp, a Delaware corporation (the "Company"), Sterling National Bank, a national banking association organized and existing under the laws of the United States of America (the "Bank" and, together with the Company, "Sterling"), and Michael Finn ("Executive") (the "Agreement") is made and entered into as of December 15, 2021, to be effective on January 1, 2022 (the "Effective Date").
WHEREAS, the Company, the Bank and Executive desire to amend the Agreement to extend the term of the Executive's employment with the Company and the Bank on the Effective Date for a period of one year.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and obligations hereinafter set forth, the Company, the Bank and Executive hereby agree as follows:
1. Section 2(a) of the Agreement is hereby amended as follows:
2. Employment Period.
(a) Duration. Executive's period of employment with Sterling under this Agreement shall begin on the Effective Date and shall continue until December 31, 2022 (or, if a Change in Control (as defined below) occurs prior to such anniversary, the second anniversary of the date of the Change in Control, if later), unless terminated prior thereto by either Sterling or Executive in accordance with Section 6 hereof (such period of employment being the "Employment Period").
2. Except as expressly stated herein, this Amendment does not amend or otherwise modify any of the terms or conditions of the Agreement, which shall remain in full force and effect pursuant to its terms. Any terms not defined herein shall have the meaning set forth in the Agreement. To the extent applicable, each Party hereby represents and warrants that its respective signatory has been and is on the date of this Amendment duly authorized by all necessary corporate action to execute this Amendment.
3. This Amendment may be executed in a number of identical counterparts, which, taken together, shall constitute collectively one and the same agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company and the Bank have caused this Agreement to be executed and Executive has hereunto set his hand, all as of the Effective Date specified above.
STERLING BANCORP | ||
By: | /s/ Jack L. Kopnisky | |
Name: Jack L. Kopnisky | ||
Title: President and Chief Executive Officer |
STERLING NATIONAL BANK | ||
By: | /s/ Jack L. Kopnisky | |
Name: Jack L. Kopnisky | ||
Title: Chief Executive Officer |
EXECUTIVE | |
/s/ Michael Finn | |
Michael Finn |
Exhibit 10.5
Amendment No. 1 to
Amended and Restated
Employment Agreement
This Amendment No. 1 (the "Amendment"), to the Amended and Restated Employment Agreement dated April 3, 2019, by and among Sterling Bancorp, a Delaware corporation (the "Company"), Sterling National Bank, a national banking association organized and existing under the laws of the United States of America (the "Bank" and, together with the Company, "Sterling"), and James Blose ("Executive") (the "Agreement") is made and entered into as of December 15, 2021, to be effective on January 1, 2022 (the "Effective Date").
WHEREAS, the Company, the Bank and Executive desire to amend the Agreement to extend the term of the Executive's employment with the Company and the Bank on the Effective Date for a period of one year.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and obligations hereinafter set forth, the Company, the Bank and Executive hereby agree as follows:
1. Section 2(a) of the Agreement is hereby amended as follows:
2. Employment Period.
(a) Duration. Executive's period of employment with Sterling under this Agreement shall begin on the Effective Date and shall continue until December 31, 2022 (or, if a Change in Control (as defined below) occurs prior to such anniversary, the second anniversary of the date of the Change in Control, if later), unless terminated prior thereto by either Sterling or Executive in accordance with Section 6 hereof (such period of employment being the "Employment Period").
2. Except as expressly stated herein, this Amendment does not amend or otherwise modify any of the terms or conditions of the Agreement, which shall remain in full force and effect pursuant to its terms. Any terms not defined herein shall have the meaning set forth in the Agreement. To the extent applicable, each Party hereby represents and warrants that its respective signatory has been and is on the date of this Amendment duly authorized by all necessary corporate action to execute this Amendment.
3. This Amendment may be executed in a number of identical counterparts, which, taken together, shall constitute collectively one and the same agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company and the Bank have caused this Agreement to be executed and Executive has hereunto set his hand, all as of the Effective Date specified above.
STERLING BANCORP | ||
By: | /s/ Jack L. Kopnisky | |
Name: Jack L. Kopnisky | ||
Title: President and Chief Executive Officer |
STERLING NATIONAL BANK | ||
By: | /s/ Jack L. Kopnisky | |
Name: Jack L. Kopnisky | ||
Title: Chief Executive Officer |
EXECUTIVE | |
/s/ James Blose | |
James Blose |
Exhibit 10.6
Amendment No. 1 to
Amended and Restated
Employment Agreement
This Amendment No. 1 (the "Amendment"), to the Amended and Restated Employment Agreement dated April 3, 2019, by and among Sterling Bancorp, a Delaware corporation (the "Company"), Sterling National Bank, a national banking association organized and existing under the laws of the United States of America (the "Bank" and, together with the Company, "Sterling"), and Thomas Geisel ("Executive") (the "Agreement") is made and entered into as of December 15, 2021, to be effective on January 1, 2022 (the "Effective Date").
WHEREAS, the Company, the Bank and Executive desire to amend the Agreement to extend the term of the Executive's employment with the Company and the Bank on the Effective Date for a period of one year.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and obligations hereinafter set forth, the Company, the Bank and Executive hereby agree as follows:
1. Section 2(a) of the Agreement is hereby amended as follows:
2. Employment Period.
(a) Duration. Executive's period of employment with Sterling under this Agreement shall begin on the Effective Date and shall continue until December 31, 2022 (or, if a Change in Control (as defined below) occurs prior to such anniversary, the second anniversary of the date of the Change in Control, if later), unless terminated prior thereto by either Sterling or Executive in accordance with Section 6 hereof (such period of employment being the "Employment Period").
2. Except as expressly stated herein, this Amendment does not amend or otherwise modify any of the terms or conditions of the Agreement, which shall remain in full force and effect pursuant to its terms. Any terms not defined herein shall have the meaning set forth in the Agreement. To the extent applicable, each Party hereby represents and warrants that its respective signatory has been and is on the date of this Amendment duly authorized by all necessary corporate action to execute this Amendment.
3. This Amendment may be executed in a number of identical counterparts, which, taken together, shall constitute collectively one and the same agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company and the Bank have caused this Agreement to be executed and Executive has hereunto set his hand, all as of the Effective Date specified above.
STERLING BANCORP | ||
By: | /s/ Jack L. Kopnisky | |
Name: Jack L. Kopnisky | ||
Title: President and Chief Executive Officer |
STERLING NATIONAL BANK | ||
By: | /s/ Jack L. Kopnisky | |
Name: Jack L. Kopnisky | ||
Title: Chief Executive Officer |
EXECUTIVE | |
/s/ Thomas Geisel | |
Thomas Geisel |
Exhibit 10.7
Amendment No. 1 to
Amended and Restated
Employment Agreement
This Amendment No. 1 (the "Amendment"), to the Amended and Restated Employment Agreement dated April 3, 2019, by and among Sterling Bancorp, a Delaware corporation (the "Company"), Sterling National Bank, a national banking association organized and existing under the laws of the United States of America (the "Bank" and, together with the Company, "Sterling"), and Javier Evans ("Executive") (the "Agreement") is made and entered into as of December 15, 2021, to be effective on January 1, 2022 (the "Effective Date").
WHEREAS, the Company, the Bank and Executive desire to amend the Agreement to extend the term of the Executive's employment with the Company and the Bank on the Effective Date for a period of one year.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and obligations hereinafter set forth, the Company, the Bank and Executive hereby agree as follows:
1. Section 2(a) of the Agreement is hereby amended as follows:
2. Employment Period.
(a) Duration. Executive's period of employment with Sterling under this Agreement shall begin on the Effective Date and shall continue until December 31, 2022 (or, if a Change in Control (as defined below) occurs prior to such anniversary, the second anniversary of the date of the Change in Control, if later), unless terminated prior thereto by either Sterling or Executive in accordance with Section 6 hereof (such period of employment being the "Employment Period").
2. Except as expressly stated herein, this Amendment does not amend or otherwise modify any of the terms or conditions of the Agreement, which shall remain in full force and effect pursuant to its terms. Any terms not defined herein shall have the meaning set forth in the Agreement. To the extent applicable, each Party hereby represents and warrants that its respective signatory has been and is on the date of this Amendment duly authorized by all necessary corporate action to execute this Amendment.
3. This Amendment may be executed in a number of identical counterparts, which, taken together, shall constitute collectively one and the same agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company and the Bank have caused this Agreement to be executed and Executive has hereunto set his hand, all as of the Effective Date specified above.
STERLING BANCORP | ||
By: | /s/ Jack L. Kopnisky | |
Name: Jack L. Kopnisky | ||
Title: President and Chief Executive Officer |
STERLING NATIONAL BANK | ||
By: | /s/ Jack L. Kopnisky | |
Name: Jack L. Kopnisky | ||
Title: Chief Executive Officer |
EXECUTIVE | |
/s/ Javier Evans | |
Javier Evans |
Cover |
Dec. 13, 2021 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Dec. 13, 2021 |
Entity File Number | 001-35385 |
Entity Registrant Name | Sterling Bancorp |
Entity Central Index Key | 0001070154 |
Entity Tax Identification Number | 80-0091851 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | Two Blue Hill Plaza |
Entity Address, Address Line Two | Second Floor |
Entity Address, City or Town | Pearl River |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10965 |
City Area Code | 845 |
Local Phone Number | 369-8040 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Entity Emerging Growth Company | false |
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