Business Context and Reporting Period
This Form 8-K Current Report was filed by Finwise Bancorp on June 22, 2022, covering events occurring on June 16, 2022. The registrant is an emerging growth company incorporated in Utah, with its common stock trading on the NASDAQ under the symbol FINW.
Key Financial Metrics
This filing does not contain standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and separation terms.
Material Changes
The primary material change reported is the departure of David Tilis, who served as Chief Strategy Officer and Senior Vice President of FinWise Bank. His employment agreement expired on June 15, 2022, and his employment was terminated on June 16, 2022.
Outlook, Management Commentary, and Unusual Items
Following his departure, Mr. Tilis entered into a Separation and Consulting Agreement effective June 16, 2022. Key terms include:
- Consulting Role: Mr. Tilis will serve as a consultant for one year (ending June 15, 2023) to advise successors and support customer relationship maintenance.
- Compensation: The Bank will pay $300,000 per month for the first six months and $150,000 per month for the final six months, plus expense reimbursement.
- Life Insurance: The Company will provide a life insurance policy covering the total amount payable under the agreement.
- Restrictions: Mr. Tilis agreed to a 12-month non-solicitation of employees and customers, and an 18-month non-solicitation of certain potential customers.
Investor Verification Checklist
- Verify the total potential cost of the separation agreement ($2.7 million in base consulting fees).
- Review the full text of the Separation and Consulting Agreement (Exhibit 10.1) for additional covenants or conditions.
- Assess the impact of losing the Chief Strategy Officer on the Bank's strategic initiatives and customer retention.
- Confirm if the life insurance policy creates any contingent liabilities for the Company.