PCB Bancorp Form 8-K Summary
Business Context and Reporting Period
PCB Bancorp filed a Form 8-K dated September 23, 2026, reporting an executive employment arrangement. The agreement was entered into by PCB Bancorp, PCB Bank, and Henry H. Kim, the current Chief Executive Officer of both entities. It becomes effective January 1, 2027, and covers the period through December 31, 2031, unless terminated or extended earlier.
Financial and Compensation Terms
- Annual base salary: $550,000, subject to annual review by the independent directors.
- Annual cash incentive opportunity: 0% to 100% of base salary, based on objectives determined by the independent directors.
- Restricted stock award: 25,000 shares, subject to Compensation Committee approval and share availability, vesting in five annual installments of 5,000 shares from December 31, 2027 through December 31, 2031.
- Automobile allowance: $3,000 per month, or a company-provided automobile.
- Other benefits include 25 days of paid time off annually, club memberships, and participation in benefit plans available to senior executive officers.
- No company revenue, profit, cash flow, margin, debt, liquidity, or other operating metrics are provided in this filing.
Material Changes Versus the Prior Comparable Period
The amended and restated agreement will supersede Mr. Kim’s current employment agreement in its entirety upon becoming effective. The filing does not provide the prior agreement’s compensation terms or quantify the change in total expected compensation.
Termination, Change-in-Control, and Other Provisions
- Before expiration of the term, termination for Cause or resignation generally provides a lump-sum payment equal to 100% of then-current base salary, subject to a general release.
- Termination without Cause generally provides a lump-sum payment equal to 150% of then-current base salary.
- Eligible termination payments also include reimbursement of 12 months of COBRA premiums.
- Following a Change in Control, termination without Cause or resignation provides a lump-sum payment equal to 200% of then-current base salary, 12 months of COBRA reimbursement, and accelerated vesting of the 25,000 restricted shares.
- Payments are subject to banking regulatory limitations, Internal Revenue Code Section 409A, a Section 280G best-net cutback provision, and the company’s clawback and recoupment policies.
- The agreement includes confidentiality, non-disparagement, cooperation, and other customary provisions.
Most Important Facts to Verify
- Confirm Compensation Committee approval and share availability for the 25,000-share restricted stock grant.
- Review the full employment agreement for definitions of Cause, Change in Control, termination rights, and payment conditions.
- Compare the new terms with Mr. Kim’s superseded agreement to assess the incremental compensation and potential change-in-control cost.
- Clarify the exhibit reference: the narrative refers to Exhibit 10.1, while the exhibit list identifies the amended agreement as Exhibit 99.1.
- Monitor applicable banking regulatory limitations and the company’s clawback policies when assessing enforceability and potential payments.