Business Context and Reporting Period
This Form 8-K Current Report was filed by National Bank Holdings Corp on September 10, 2024. The filing primarily addresses significant changes in executive leadership and the associated compensatory arrangements under Item 5.02.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on personnel appointments and employment contract terms.
Material Changes
The Company announced the following executive leadership changes effective September 10, 2024:
- Aldis Birkans: Promoted from EVP, Chief Financial Officer to President.
- G. Timothy Laney: Continues to serve as Chairman and Chief Executive Officer.
- Nicole Van Denabeele: Appointed as EVP, Chief Financial Officer (previously EVP, Chief Accounting Officer).
- Emily Gooden: Appointed as SVP, Chief Accounting Officer (previously Director of Financial Reporting and Investor Relations).
Guidance, Outlook, and Compensation Details
The filing details a new employment agreement for Nicole Van Denabeele, effective September 10, 2024:
- Base Salary: $340,000 annually.
- Target Bonus: 60% of base salary (prorated for 2024).
- Long-Term Equity: Annual award value of $238,000 (prorated for 2024), issued as restricted stock.
- Term: Initial term through December 31, 2024, with automatic one-year renewals unless terminated with 90 days' notice.
- Severance: In the event of a "qualifying termination" (without cause or good reason), Ms. Van Denabeele is entitled to one times (or two times within two years of a change in control) the sum of her base salary and the greater of her target or actual prior-year bonus, plus a prorated bonus for the termination year.
- Restrictions: Includes non-compete and non-solicitation clauses for one year (or two years following a change in control) post-termination.
Emily Gooden is entitled to a pro-rated annual equity grant in restricted stock and will receive compensation consistent with her new role.
Investor Verification Checklist
- Verify the impact of the CFO transition on the upcoming quarterly earnings release and financial reporting timeline.
- Review the full text of the Van Denabeele Employment Agreement (Exhibit 10.1) for specific definitions of "good reason" and "change in control."
- Confirm the exact prorated equity grant values for 2024 for both Ms. Van Denabeele and Ms. Gooden.
- Monitor future filings for any changes to the Board of Directors of NBH Bank and Bank of Jackson Hole Trust resulting from these appointments.