UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 21, 2022 |
CAPSTAR FINANCIAL HOLDINGS, INC.
(Exact name of Registrant as Specified in Its Charter)
Tennessee | 001-37886 | 81-1527911 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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1201 Demonbreun Street, Suite 700 |
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Nashville, Tennessee |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: 615 732-6400 |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Common Stock, $1.00 par value per share |
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| NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
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.
Employment Agreement with Chief Executive Officer
On April 21, 2022 Timothy K. Schools entered into an Employment Agreement (the “Schools Agreement”) with CapStar Financial Holdings (the "Company") and the Company’s subsidiary, Capstar Bank (the “Bank”) to serve as the President and Chief Executive Officer of the Company and the Bank. The Schools agreement is effective May 14, 2022 and replaces the current employment agreement that was entered into on May 13, 2019 between the Company and Mr. Schools. The term of the Employment Agreement extends until May 14, 2025 (the “Employment Period”), provided that at the end of each month of the Employment Period, the Employment Period shall extend automatically for an additional month, such that Employment Period shall expire on the third anniversary of such extension date, until any party provides the other parties advance written notice of its desire to cease extending the Employment Period. Pursuant to the Schools Agreement, Mr. Schools' base salary will be $525,000 per annum, and Mr. Schools will be eligible to receive: (i) an annual target bonus opportunity of not less than 50% of his base salary with a threshold of 50% of the target bonus opportunity and maximum of 150% of the target bonus opportunity, subject to satisfying applicable performance goals; (ii) an annual equity award with a target opportunity of not less than 100% of his base salary; and (iii) a charitable match up to $25,000. During the Employment Period, Mr. Schools also will be entitled to participate in other employment benefit plans and programs of the Company that are generally applicable to other employees. Additional terms provided for under the Schools Agreement include the following:
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| Mr. Schools’ employment may be terminated during the Employment Period at any time by the Company, with or without cause (as defined in the Schools Agreement), or by Mr. Schools with or without good reason (as defined in the Schools Agreement) and is subject to the potential for severance payments as discussed below. |
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| In the event, during the Employment Period, that the Company terminates Mr. Schools’ employment without cause or Mr. Schools resigns for good reason, Mr. Schools will be entitled to: • The sum of (A) the portion of the annual base salary due for the period through the date of termination to the extent not theretofore paid and (B) business expenses that have not been reimbursed by the Company as of the date of termination. • Any unpaid annual bonus earned by Mr. Schools in respect of the fiscal year of the Company that was completed on or prior to the date of termination. • An amount equal to the product of the greater of (A) the target annual bonus opportunity for the fiscal year in which the date of termination occurs and (B) the average of the annual bonuses paid or payable to Mr. Schools in respect of the last three full fiscal years prior to the date of termination multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the date of termination occurs through the date of termination, and the denominator of which is 365. • An amount payable in lump sum equal to three times the annual base salary and annual bonus amount. • An amount equal to 125% of the monthly premiums for coverage under the Company's health care and life insurance plans for three years. • The vesting of any unvested equity awards held by Mr. Schools as of the date of termination shall be determined in discussion with the Board of Directors of the Company and Mr. Schools considering the circumstances of the termination. |
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| The Employment Agreement provides for various customary business protection provisions, including non-competition, non-solicitation, non-disparagement, and confidentiality provisions. |
The above summary of the Schools Agreement is qualified by reference in its entirety to the full Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Employment Agreement with Chief Credit Policy Officer and Executive Vice President of Specialty Banking
On April 21, 2022 Christopher G. Tietz entered into an Employment Agreement (the “Tietz Agreement”) with the Company and the the Bank to serve as the Company’s Chief Credit Policy Officer and Executive Vice President, Specialty Banking. The Tietz agreement is effective June 1, 2022 and replaces the current employment agreement that was entered into on September 14, 2021 between the Company and Mr. Tietz. The term of the Employment Agreement extends until June 1, 2025 (the “Employment Period”), provided that at the end of each month of the Employment Period, the Employment Period shall extend automatically for an additional month, such that Employment Period shall expire on the third anniversary of such extension date, until any party provides
the other parties advance written notice of its desire to cease extending the Employment Period. Pursuant to the Tietz Agreement, Mr. Tietz’s base salary will be $315,000 per annum, and Mr. Tietz will be eligible to receive an annual target bonus of not less than 40% of his base salary with a threshold of 50% of the target bonus opportunity and maximum of 150% of the target bonus opportunity, subject to satisfying applicable performance goals. Mr. Tietz also will be entitled to participate in the Company’s equity award plan and in other employment benefit plans and programs of the Company that are generally applicable to other employees. Additional terms provided for under the Tietz Agreement include the following:
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| Mr. Tietz’s employment may be terminated during the Employment Period at any time by the Company, with or without cause (as defined in the Tietz Agreement), or by Mr. Tietz with or without good reason (as defined in the Tietz Agreement) and is subject to the potential for severance payments as discussed below. |
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| In the event, during the Employment Period, that the Company terminates Mr. Tietz’s employment without cause or Mr. Tietz resigns for good reason, Mr. Tietz will be entitled to: • The sum of (A) the portion of the annual base salary due for the period through the date of termination to the extent not theretofore paid and (B) business expenses that have not been reimbursed by the Company as of the date of termination. • Any unpaid annual bonus earned by Mr. Tietz in respect of the fiscal year of the Company that was completed on or prior to the date of termination. • An amount equal to the product of the greater of (A) the target annual bonus opportunity for the fiscal year in which the date of termination occurs and (B) the average of the annual bonuses paid or payable to Mr. Tietz in respect of the last three full fiscal years prior to the date of termination multiplied by a fraction, the numerator of which is the number of days in the fiscal year in which the date of termination occurs through the date of termination, and the denominator of which is 365. • An amount payable in lump sum equal to one times the annual base salary and bonus amount. • An amount equal to 125% of the monthly premiums for coverage under the Company's health care and life insurance plans for one year. • The vesting of any unvested equity awards held by Mr. Tietz as of the date of termination shall be determined in discussion with the Board of Directors of the Company and Mr. Tietz considering the circumstances of the termination. |
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| The Employment Agreement provides for various customary business protection provisions, including non-competition, non-solicitation, non-disparagement, and confidentiality provisions. |
The above summary of the Tietz Agreement is qualified by reference in its entirety to the full Agreement, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.
Change in Control Continuity Agreement with Each Of The Chief Executive Officer and Chief Credit Policy Officer and Executive Vice President of Specialty Banking
On April 21, 2022 the Company and Bank entered into a Change in Control and Continuity Agreement (each, a “CIC Agreement", and, together, the "CIC Agreements”) with each of Timothy K. Schools and Christopher G. Tietz (each an "Executive"). Pursuant to each CIC Agreement, in the event of a termination of the Executive’s employment within three years following, or in anticipation of, a Change in Control (as defined in the CIC Agreement) (a) by the Company without Cause (as defined in the CIC Agreement) or (b) by the Executive for Good Reason (as defined in the CIC Agreement), the Executive is entitled to a general entitlement of:
The above summary of the CIC Agreements is qualified in its entirety by the full text of the form of the CIC Agreement, which is attached hereto as Exhibits 10.3 and 10.4 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits The following exhibit index lists the exhibits that are filed with this Current Report on Form 8-K.
EXHIBIT INDEX
Exhibit Number |
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10.1 |
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10.2 |
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10.3 |
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10.4 |
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104 |
| Cover Page Interactive Data File (embedded within Inline XBRL document) |
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SIGNATURES
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.
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| CAPSTAR FINANCIAL HOLDINGS, INC. |
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Date: | April 26, 2022 | By: | /s/ Michael J. Fowler |
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| Michael J. Fowler |