Sachem Capital Corp. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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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. |
Chief Financial Officer Resignation
On December 10, 2024, Nicholas M. Marcello, resigned from his position as Chief Financial Officer of Sachem Capital Corp. (the “Company”). Mr. Marcello’s resignation was not based on any disagreements with the Company’s accounting principles, practices or financial statement disclosures. Mr. Marcello agreed to remain available to the Company through December 31, 2024 to provide assistance to ensure a successful and seamless transition.
On December 13, 2024, the Company issued a press release announcing Mr. Marcello’s resignation. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Interim Chief Financial Officer
Effective as of December 13, 2024, Jeffery C. Walraven, age 55, a member of the Board of Directors (the “Board”) and a member of the Audit, Compensation and Nominating and Corporate Governance Committees of the Board, was appointed Interim Chief Financial Officer of the Company, while the Board conducts a formal search process to identify and appoint a permanent Chief Financial Officer. Mr. Walraven’s biographical information is set forth in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on August 28, 2024, and is incorporated by reference herein. Other than the Agreement, described below, there are no arrangements or understandings between Mr. Walraven and any other persons pursuant to which he was appointed as Interim Chief Financial Officer of the Company. There are no family relationships between Mr. Walraven and any of the Company’s other directors or executive officers, and Mr. Walraven is not a party to any transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. Walraven’s appointment as Interim Chief Financial Officer, the Company and Mr. Walraven entered into a Letter Agreement, dated December 13, 2024 (the “Agreement”) pursuant to which Mr. Walraven will be compensated at the rate of $62,500 per month. Mr. Walraven’s appointment is on a month-to-month basis and can be terminated by either party as of the end of any calendar at any time by giving notice to the other no later than the 15th day of that month. Mr. Walraven will be classified as an independent contractor rather than as an employee. He will continue to be a member of the Board but will not receive any compensation for his Board service so long as he is serving as Interim Chief Financial Officer. However, he has resigned as a member of the Audit, Compensation and Nominating and Corporate Governance Committees of the Board. The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the Agreement herewith as Exhibit 10.1 to this Current Report on Form 8-K, and such exhibit is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No. |
Description |
| 10.1 | Letter Agreement, dated December 13, 2024, between the Company and Jeffery C. Walraven (a portion of the exhibit has been excluded from the exhibit because it both (i) is not material and (ii) is the type that the company treats as private or confidential). |
| 99.1 | Press Release, dated December 13, 2024. |
| 104 |
Cover Page Interactive Data File (embedded within the 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 hereunto duly authorized.
| Sachem Capital Corp. | ||
| Dated: December 16, 2024 | By: | /s/ John L. Villano |
| John L. Villano, CPA | ||
| Chief Executive Officer | ||
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Exhibit Index
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