Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Appointment of Logan M. Pichel as President of Republic Bank & Trust Company

 

On May 5, 2020, Republic Bank & Trust Company (the “Bank”), a wholly owned subsidiary of Republic Bancorp, Inc. (the “Company”) announced that its Board of Directors (the “Board”) has appointed Logan M. Pichel to serve as President of the Bank.

 

Mr. Pichel, 55, has 25 years’ experience in the financial services industry.  Prior to joining the Company, Mr. Pichel served as Executive Vice President, Head of Corporate Development - Financial Planning & Analysis and Mergers and Acquisitions of Regions Bank since July 2019.  Mr. Pichel also served in the following capacities at Regions Bank: Head of Enterprise Operations (2018-2019), Head of Consumer Lending (2010-2018) and National Production Manager, Regions Mortgage (2005-2010).  Mr. Pichel has also held leadership positions at Citizens Bank (Flint, MI), and M&T Bank (Buffalo, NY).  Mr. Pichel obtained his B.S.B.A. in Finance from Ohio Northern University, and his M.B.A from the University of Michigan.

Employment Agreement

 

In connection with his appointment, the Bank entered into an employment agreement with Mr. Pichel on April 24, 2020 (the “Employment Agreement”). The Employment Agreement’s initial term ends on December 31, 2021, with automatic annual renewals thereafter for successive one-year periods unless either party elects not to renew by providing written notice to the other party at least 60 days prior to the expiration of the then-current term.  The Employment Agreement provides for a starting annual base salary of $650,000, a guaranteed bonus payout of $325,000 on March 12, 2021, provided that Mr. Pichel is an employee of the Bank on that date, a $75,000 relocation payment, a target bonus potential of $500,000 for the 2021 calendar year and thereafter, and provision of benefits made available to other executive officers.  In addition to his cash compensation, Mr. Pichel’s Employment Agreement also calls for the following equity compensation components:

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Mr. Pichel will also be eligible to participate in the Company’s nonqualified deferred compensation plan for 2020 at an annual level of $25,000.

Through the initial term of the Employment Agreement, upon termination without cause or resignation for good reason, as defined in the Employment Agreement (including not being appointed Chief Executive Officer of the Bank by December 31, 2021) and not in connection with a change of control, Mr. Pichel would be entitled to receive the following benefits:

1)	severance equal to one-year’s base salary, payable in regular payroll installments over a one-year period,
2)	payment of the annual bonus target, initially set at $500,000, also payable in regular payroll installments over one-year period,
3)	the immediate vesting of the nonqualified stock options granted within 30 days after his employment date,
4)	the immediate vesting of all RSUs and PSUs granted in January 2021 or thereafter,
5)	the continued participation of Mr. Pichel for 12 months in all employee welfare benefit plans within Sections 3(1) of the Employee Retirement Income Security Act of 1974, in which Mr. Pichel was participating immediately prior to his termination

 

This summary of the Employment Agreement is qualified in its entirety by reference to the text of the Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Other

 

Mr. Pichel has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, has no arrangement or understanding between him and any other person required to be disclosed pursuant to Item 401(b) of Regulation S-K and has no family relationships required to be disclosed pursuant to Item 401(d) of Regulation S-K.

 

Mr. Pichel will assume the open position of President of Republic Bank & Trust Company no later than July 1, 2020.

Item 7.01. Regulation FD Disclosure.

 

The Bank issued a press release on May 5, 2020 to announce the hiring of the Bank President. A copy of the press release is attached as Exhibit 99.1 hereto.

 

The information in the press release is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in Item 7.01 of this Current Report, including Exhibit 99.1, will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.	Description of Exhibit
10.1	Agreement of Employment dated April 24, 2020, between Republic Bank & Trust Company and Logan Pichel filed herewith.
99.1	Republic Bancorp, Inc. News Release dated May 5, 2020 furnished herewith.