Business Context and Reporting Period
This Form 8-K is a current report filed by Southern National Bancorp of Virginia, Inc. (not Primis Financial Corp.) on February 28, 2019. The filing reports a corporate governance event regarding the appointment of a senior executive officer.
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 changes and compensation arrangements.
Material Changes
The material change reported is the appointment of George C. Sheflett, Jr. to the following roles, effective March 1, 2019:
- Executive Vice President
- Chief Operating Officer
- Chief Information Officer
Mr. Sheflett previously served as Executive Vice President and Chief Information Officer of Sonabank.
Compensation and Management Commentary
The filing details the following compensatory arrangements for Mr. Sheflett:
- Base Salary: $208,000 per year.
- Annual Bonus: Eligible at the discretion of the Board.
- Change in Control: The Company intends to enter into an agreement providing Mr. Sheflett with eighteen months of monthly salary in the event of a change in control.
Management confirmed there are no familial relationships between Mr. Sheflett and any director or executive officer, and no reportable related party transactions exist.
Investor Verification Checklist
- Verify the effective date of the appointment (March 1, 2019).
- Confirm the total annual base salary of $208,000.
- Review the attached press release (Exhibit 99.1) for additional biographical details.
- Note that this filing does not provide updated financial statements or guidance.