Exhibit 10.1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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. |
On June 20, 2025, VWF Bancorp, Inc. (the “Company”), the holding company for GreenWay Bank (the “Bank”), appointed Robert Slusser to serve as the Company’s President and Chief Executive Officer, effective July 14, 2025. The Bank also appointed Mr. Slusser to serve as President and Chief Executive Officer of the Bank, effective July 14, 2025.
Mr. Slusser, age 57, has 38 years of experience in the financial banking industry with extensive executive leadership roles, most recently as Senior Vice President – Market President (Fort Wayne, Indiana) of F&M Bank, from November 2022 to June 2025, Senior Vice President – Market President (Fort Wayne, Indiana) of Centier Bank from March 2016 to November 2022, Senior Vice President – Market President (Fort Wayne, Indiana) of First Financial Bank from December 2013 to March 2016, and prior to that holding various roles with other financial institutions. Mr. Slusser received a Bachelor of Science from Purdue University, Fort Wayne, in Organizational Leadership. In 2004, he graduated from the Indiana Bankers Association Commercial Lending School, and in 2010, he completed the Graduate School of Banking at the University of Wisconsin. He does not sit on any other public company boards.
On July 1, 2025, the Company, the Bank and Mr. Slusser entered into an employment agreement with respect to his appointment to serve as President and Chief Executive Officer effective July 14, 2025. 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 becomes two years. However, at least 30 days before the anniversary of the renewal date of the employment agreement, the board of directors must conduct a comprehensive performance evaluation of Mr. Slusser 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. Slusser 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. Slusser will receive an annual salary of $275,000 per year. 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. Slusser will participate in any bonus programs and 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, as well for a golf membership up to an estimated $8,700 per year. He will also be provided with a company-owned automobile (up to $40,000). In lieu of a company-provided automobile, Mr. Slusser may elect to use his personal vehicle for business purposes, in which case he will be eligible to receive an annual vehicle allowance of up to $9,000 per year.
If Mr. Slusser 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, and (iv) earned but unpaid incentive compensation (collectively, the “Accrued Obligations”).
In the event Mr. Slusser’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 the base salary and bonuses (based on the highest annual bonus earned during the three most recent calendar years before the date of termination) he would have received during the remaining term of the employment agreement. In addition, if he elects COBRA coverage, he will be reimbursed for his monthly COBRA premium payments for up to 18 months.
In the event Mr. Slusser’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 two times the sum of (i) his base salary in effect as of the date of termination or immediately before the change in control, whichever is higher, and (ii) his highest annual cash bonus earned for the year in which the change in control occurs or any of the three prior calendar years. In addition, if he elects COBRA coverage, he will be reimbursed for his monthly COBRA premium payments for up to 18 months.
For purposes of the employment agreement, “good reason” is defined as (i) a material reduction in Mr. Slusser’s authority, duties, or responsibilities, (ii) a reduction in his salary or incentive compensation opportunities, (iii) a relocation of his principal place of employment by more than 35 miles from the Bank’s office location, or (iv) a material breach of the employment agreement by the Bank.
Should Mr. Slusser become disabled during the term of the employment agreement, he will be entitled to the Accrued Obligations plus disability benefits, if any, provided under a long-term disability plan sponsored by the Bank. If he dies while employed by the Bank, his beneficiaries will receive the Accrued Obligations plus any benefit payable under the life insurance program sponsored by the Bank.
Upon a termination of employment (other than a termination in connection with a change in control), Mr. Slusser will be required to adhere to one-year non-competition and non-solicitation restrictions set forth in the employment agreement.
Item 8.01. | Other Events |
On July 3, 2025, the Company issued a press release titled “GreenWay Bank Welcomes Rob Slusser as New President and CEO.” A copy of that press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
The following exhibits are filed with this report:
Exhibit Number |
| Description |
10.1 | ||
99.1 | ||
104 | Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
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 hereto duly authorized.
VWF BANCORP, INC. | ||
/s/ Michael D. Cahill | ||
Date: July 3, 2025 | By: | Michael D. Cahill |
Title: | President and Chief Executive Officer |
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| FOR IMMEDIATE RELEASE GreenWay Bank Welcomes Rob Slusser as New President and CEO. Van Wert, OH – July 3, 2025 – GreenWay Bank is pleased to welcome Rob Slusser as its new President and Chief Executive Officer, starting July 14. With over 30 years of experience in banking and financial services, Rob brings a wealth of expertise in strategic growth, market insight, and collaborative leadership to the position. Most recently serving as SVP Market President at F&M Bank, he is widely recognized as a community-focused industry leader. His appointment marks an exciting new chapter for GreenWay and aligns closely with the bank’s mission to build lasting relationships and support the communities we serve. “Finding the right person for GreenWay’s future was one of the most important decisions our Board has made,” said Gary Clay, Chairman of the Board. “Rob’s background stood out not only for his success at a $3.6 billion bank headquartered in Northwest Ohio since 1897, but because he shares our values and integrity. That makes him the right fit.” Mike Cahill, GreenWay’s former CEO, echoes that sentiment, sharing, “I can’t think of a better person to carry GreenWay Bank forward. I’ve had the privilege of working alongside Rob for more than a decade. He’s a thoughtful leader and team builder, someone who listens, inspires trust, and understands the heart of community banking.” Rob has held leadership roles in retail, commercial banking, private banking, and real estate lending. His experience driving market growth, innovation, and operational excellence has strengthened every organization he’s served, benefiting both customers and the community. “It’s a privilege to join GreenWay Bank,” said Slusser. “Gary and the Board built a strong foundation, and Mike, with an outstanding team, expanded it with vision and care. I look forward to building on that legacy, applying my experience to help GreenWay grow, serve with excellence, and stay rooted in the communities we care about.” Rob is also active in local nonprofit leadership, currently serving on the board and executive committee of Arts United and Community Foundation of Greater Fort Wayne, where he contributes his time and expertise. He looks forward to continuing his service in both Fort Wayne and Van Wert. Rob holds a Bachelor of Science in Organizational Leadership from Purdue University Fort Wayne and is a graduate of both the Indiana Bankers Association Commercial Lending School and the Graduate School of Banking at the University of Wisconsin. ### About GreenWay Bank Meet GreenWay Bank—a community bank in Van Wert, Ohio, and Fort Wayne, Indiana. We were founded on long-term commitment and genuine care for our community and the people that make it great. Every day, we make decisions with strength and stability in mind. Our values haven’t changed in over 135 years, so you can trust us to provide services that are competitive and specific to your financial growth for the next 135. So whether you’re looking for a banking partner for yourself or for your business, GreenWay is the way to grow. GreenwayBank.com For more information: Tanya Karrick-Rhodes GreenWay Bank / 260-299-7115 trhodes@greenwaybank.com |
