UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Emerging growth company
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Item 5.02 Departure of directors or certain officers; election of directors; appointment of certain officers; compensatory arrangements of certain officers.
(b) and (c)On August 19, 2021, Director Robb Evans announced his retirement and tendered his resignation as a director of Sierra Bancorp (the “Company”) (Nasdaq: BSRR) and the Company’s wholly owned subsidiary, Bank of the Sierra, effective immediately. The Company’s Board of Directors thanked Mr. Evans for his years of service, and wished him well in his retirement.
Additionally, effective on August 20, 2021, the Company, Bank of the Sierra, and Mr. Matthew Macia, the Company’s and Bank of the Sierra’s Executive Vice President and Chief Risk Officer, mutually agreed to the termination of his employment and employment agreement. In accordance with his employment agreement, Mr. Macia will receive one year of base salary as severance compensation upon the effectiveness of a general release agreement, the form of which was attached to his employment agreement.
Effective August 20, 2021, Mr. Hugh Boyle, the Company’s and Bank of the Sierra’s Executive Vice President and Chief Credit Officer was appointed Chief Risk Officer and will continue to serve as both Chief Credit Officer and Chief Risk Officer, a joint role he previously held at a prior financial institution. As disclosed when Mr. Boyle joined the Company and Bank of the Sierra in December 2020, Mr. Boyle, currently 61 years old, holds both a Master of Science and Bachelor of Science degree from Pennsylvania State University. Prior to serving the Company and Bank of the Sierra, Mr. Boyle was the Chief Risk Officer and Chief Credit Officer for Banc of California in Santa Ana, California, positions he held from 2013 to 2019. Prior to Banc of California, he spent 29 years primarily serving in a credit or risk position for a variety of financial institutions including Goldman Sachs & Co., Lehman Brothers, Inc., Washington Mutual, Inc., Canadian Imperial Bank of Commerce, and Flagstar Bank. With the addition of the Chief Risk Officer responsibilities, Mr. Boyle’s annual base salary will be increased $24,000, but no other changes to his compensation arrangement under his current employment agreement will be made. To memorialize the change in title and base salary, an amendment to Mr. Boyle’s employment agreement was entered into, a copy of which is attached hereto as Exhibit 10.1, and incorporated herein by reference.
ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS
(d)Exhibits. The information required to be furnished pursuant to this item is set forth in the Exhibit Index which appears below, immediately before the signatures.
EXHIBIT INDEX
Exhibit No. |
| Description |
10.1 | Amendment to Mr. Hugh Boyle’s employment agreement, dated August 20, 2021. | |
104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 20, 2021 | SIERRA BANCORP Christopher G. Treece |
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “First Amendment”) is entered into as of August 20, 2021, by and between Sierra Bancorp, a California corporation (“Bancorp”), Bank of the Sierra, a California banking corporation (“Bank”), and Hugh Boyle (“Executive”) on the following terms and conditions.
WHEREAS, the Bank and Bancorp entered into an Employment Agreement with Executive (the “Agreement”) dated December 14, 2020; and
WHEREAS, Executive, the Bank and Bancorp have agreed to amend the Agreement to provide for certain revised terms in connection with Executive’s appointment as Chief Risk Officer;
NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Bank and Communities and the Executive hereto agree as follows:
1.Paragraph 1 of the Agreement is amended and restated in its entirety to read as follows:
Position.Executive shall be the Bank’s and Bancorp’s Executive Vice President, Chief Credit Officer (“CCO”) and Chief Risk Officer (“CRO”). In that role, he shall have the duties set forth in this Agreement and in the By-Laws of the Bank and Bancorp, subject to the direction of the Chief Executive Officer (“CEO”) or the Board of Directors of the Bank or Bancorp, as applicable. In addition to such other duties as may be assigned to him, Executive shall be a member of the Executive Officers’ Committee and shall perform such duties as are customarily performed by the CCO and CRO of a bank holding company and commercial bank.
| 2. | Effective August 20, 2021, Executive’s Base Salary as provided in Paragraph 8 of the Agreement shall be four hundred fourteen thousand dollars ($414,000). |
| 3. | Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Agreement. |
| 4. | This First Amendment may be entered into in one or more counterparts, all of which shall be considered one and the same instrument, and it shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. |
| 5. | Except as expressly modified herein, the terms of the Agreement remain unchanged and in full force and effect. |
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
EXECUTIVE
Hugh Boyle
SIERRA BANCORP
A California corporation
By:
Name:Kevin McPhaill
Title:President/CEO
BANK OF THE SIERRA
A California banking corporation
By:
Name:Kevin McPhaill
Title:President/CEO
2
Document and Entity Information |
Aug. 19, 2021 |
|---|---|
| Cover [Abstract] | |
| Entity Central Index Key | 0001130144 |
| Document Type | 8-K |
| Document Period End Date | Aug. 19, 2021 |
| Entity File Number | 000-33063 |
| Entity Registrant Name | SIERRA BANCORP |
| Entity Incorporation, State or Country Code | CA |
| Entity Tax Identification Number | 33-0937517 |
| Entity Address, Address Line One | 86 North Main Street |
| Entity Address, City or Town | Porterville |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 93257 |
| City Area Code | 559 |
| Local Phone Number | 782-4900 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, no par value |
| Trading Symbol | BSRR |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
| Amendment Flag | false |