Business Context and Reporting Period
This Form 8-K Current Report was filed by ConnectOne Bancorp, Inc. on December 11, 2025. The filing addresses Item 5.02 regarding the departure of a principal officer and the appointment of a successor.
Key Financial Metrics
This filing does not contain periodic financial statements. The only specific financial figure disclosed relates to executive compensation:
- Severance Payment: $389,813 payable to the departing Chief Risk Officer.
- Benefits Continuation: 12 months of certain insurance benefits for the departing officer.
The filing text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
The primary material change reported is a leadership transition within the risk management function:
- Departure: Michael O'Malley, Chief Risk Officer, will separate from the company effective December 31, 2025.
- Appointment: Mark Pappas, formerly Chief Internal Auditor, has been appointed as the new Chief Risk Officer.
- Role Transition: Mr. Pappas will cease serving as Chief Internal Auditor upon his appointment as Chief Risk Officer.
Guidance, Outlook, and Management Commentary
Management Commentary:
- The departure of Mr. O'Malley is described as a move to "pursue other opportunities."
- The company emphasizes an "orderly transition" facilitated by a Separation and Release Agreement dated December 11, 2025.
- Mr. Pappas brings over 30 years of experience in risk and audit, including prior experience as a Chief Risk Officer at a multi-billion dollar asset bank in the New York metropolitan area.
Compensatory Arrangements:
- Mr. O'Malley is eligible for his 2025 cash incentive award.
- Certain equity awards will continue to vest until March 2026.
- The departure is treated as a "termination without cause" under his 2020 Employment Agreement.
Risks and Contingencies: The filing does not explicitly list new risks, though the departure of a key executive is a standard governance event. The agreement includes surviving provisions regarding competition, non-solicitation, and confidentiality.
Important Facts for Investor Verification
- Verify the effective date of Michael O'Malley's departure (December 31, 2025) and the interim coverage of the Chief Risk Officer role.
- Confirm the total cost of the separation package, including the $389,813 severance and the value of continued benefits.
- Review the qualifications of Mark Pappas to ensure continuity in risk management oversight.
- Check for any subsequent filings regarding the appointment of a new Chief Internal Auditor to replace Mr. Pappas.