Business Context and Reporting Period
This Form 8-K is a current report filed by Southern National Bancorp of Virginia, Inc. (the "Company"), not Primis Financial Corp. as indicated in the request metadata. The report covers events occurring on April 2, 2018, with a filing date of April 24, 2019. The document primarily addresses amendments to executive employment agreements and the adoption of supplemental executive retirement plans.
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 arrangements.
Material Changes and Executive Compensation
The filing details two significant changes to executive compensation structures:
- Employment Agreement Amendments: On April 18, 2019, the Company amended employment agreements for Executive Chairman Georgia S. Derrico and Executive Vice Chairman R. Roderick Porter. These amendments extend the term of their agreements to December 31, 2019, and modify severance provisions to align with the Company's Executive Severance Plan.
- 2018 Supplemental Executive Retirement Plans (SERP): On April 2, 2018, the Company's subsidiary, Sonabank, entered into new SERPs with Ms. Derrico, Mr. Porter, and CEO Joe A. Shearin. These plans define specific annual benefit payments and vesting schedules based on normal retirement dates or separation events.
Retirement Benefit Details
| Executive | Normal Retirement Date | Annual Benefit Structure |
|---|---|---|
| Joe A. Shearin | July 3, 2022 | $134,406 for 15 years |
| Georgia S. Derrico | April 1, 2020 | $55,112 for 15 years + $213,582 for 5 years (starting 2030) |
| R. Roderick Porter | April 1, 2020 | $28,854 for 15 years + $153,964 for 5 years (starting 2030) |
Guidance, Risks, and Contingencies
The filing outlines specific contingencies regarding the retirement benefits:
- Change in Control: If a change in control occurs prior to the Normal Retirement Date, executives become 100% vested in their Normal Retirement Benefit. Payments generally begin the month following the Normal Retirement Date or death, whichever is first.
- Early Separation Post-Change in Control: If Mr. Shearin separates within 24 months of a change in control, benefits commence immediately (subject to specified employee delays) and are paid over 5 years instead of 15. Similar immediate commencement rules apply to Ms. Derrico and Mr. Porter under the same conditions.
- Disability or Death: Accrued benefits are payable to the executive or beneficiaries if separation, death, or disability occurs prior to the Normal Retirement Date.
Investor Verification Checklist
- Verify the correct registrant name is Southern National Bancorp of Virginia, Inc., not Primis Financial Corp.
- Review the full text of the 2018 SERPs (Exhibits 10.3, 10.4, and 10.5) to understand all conditions for benefit acceleration and vesting.
- Examine the Executive Severance Plan referenced in the Definitive Proxy Statement (File No. 001-33037) to understand the specific terms replacing the original employment agreement severance.
- Confirm the impact of the extended employment terms (through Dec 31, 2019) on the Company's future compensation liabilities.