UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 Principal Officers; Election of Directors; Appointment of Principal Officers. |
As previously disclosed in the Current Report on Form 8-K of Bancorp 34, Inc. (the “Company”) filed on April 5, 2024, James T. Crotty, the Chief Executive Officer of the Company and Southwest Heritage Bank (the “Bank”), resigned from those positions as well as from his positions as a member of the boards of directors of the Company and the Bank, effective immediately. Mr. Crotty’s resignation was not the result of a disagreement with the Company or the Bank on any matter relating to the Company’s or the Bank’s operations, policies or practices.
In connection with Mr. Crotty’s resignation, the Company subsequently entered into a Separation Agreement and Release with Mr. Crotty on April 18, 2024 (the “Separation Agreement”). In addition to all accrued salary or wages due to Mr. Crotty up to the termination of his employment and for 30 days thereafter, the Separation Agreement entitles Mr. Crotty to a cash payment equal to $320,000 and a pro-rated cash bonus in the amount of $22,500. The Separation Agreement also specifies that the Company will, for up to 18 months, pay its portion of Mr. Crotty’s premiums for COBRA coverage equal to the portion paid by the Company immediately prior to Mr. Crotty’s termination. The Separation Agreement also entitles Mr. Crotty to all remaining installments of a retention bonus provided in Mr. Crotty’s prior employment agreements totaling $80,000. Under the Separation Agreement, Mr. Crotty is also entitled to reimbursement of his attorneys’ fees incurred in connection with the review of the Separation Agreement in the amount of $3,500. Finally, the Separation Agreement (a) waives a non-competition provision to which Mr. Crotty would have been subject under the terms of his employment agreement, (b) accelerates the vesting of 18,600 previously unvested stock options held by Mr. Crotty, (c) extends the period in which Mr. Crotty may exercise those options, together with 17,400 previously vested stock options, to April 1, 2025 and (d) accelerates the vesting of 5,289 previously unvested shares of restricted stock held by Mr. Crotty.
The Separation Agreement includes a release of Mr. Crotty's claims in favor of the Bank and its affiliates.
Also, as previously disclosed in the Company’s Current Report on Form 8-K filed on April 5, 2024, Ciaran McMullan was appointed as Chairman and Chief Executive Officer of the Company and the Bank effective as of April 1, 2024.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Index of Exhibits
| Exhibit No. | Description | |
| 10.1 | Separation and Release Agreement by and among Southwest Heritage Bank, Bancorp 34, Inc. and James Crotty dated as of April 18, 2024.
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| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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.
| BANCORP 34, INC. | ||
| By: | /s/ Kevin Vaughn | |
| Kevin Vaughn | ||
| SVP, Chief Financial Officer | ||
| Dated: | April 24, 2024 | |