Business Context and Reporting Period
This Form 8-K is a current report filed by Origin Bancorp, Inc. on August 17, 2018. The filing discloses the execution of new compensatory arrangements for Stephen H. Brolly, Executive Vice President and Chief Financial Officer of Origin Bank, a wholly owned subsidiary of the Company.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on executive compensation agreements rather than financial performance metrics.
Material Changes
On August 17, 2018, the Company entered into two new agreements with Mr. Brolly:
- Supplemental Executive Retirement Plan (SERP): Provides an annual retirement benefit equal to 25% of Mr. Brolly's annualized base salary at age 65, payable for 15 years post-separation. Benefits are reduced for early retirement or insufficient service tenure.
- Endorsement Split Dollar Life Insurance Agreement: The Bank owns the policy and pays all premiums. Upon Mr. Brolly's death while employed, the beneficiary receives the lesser of the present value of the Retirement Benefit or 100% of policy proceeds (excluding the greater of cash surrender value or premiums paid).
Guidance, Outlook, and Risks
The filing contains no guidance, outlook, or general risk factors. Specific contingencies related to the new agreements include:
- Vesting: 10% of the SERP benefit vests for each year of service.
- Change of Control: If a change of control occurs followed by separation within 24 months, a lump sum equal to the present value of the Retirement Benefit is payable.
- Termination: No death benefits are provided under the SERP if death occurs prior to age 65. No payments are made under the Split Dollar Agreement if employment is terminated prior to death.
Important Facts for Investors to Verify
- Review the full text of the SERP and Split Dollar Agreement filed as Exhibits 10.1 and 10.2 for complete terms.
- Verify the impact of these new liabilities on the Company's future cash flow and pension obligations.
- Confirm the specific base salary figure used to calculate the 25% retirement benefit.
- Assess the potential financial impact of a change of control triggering the lump-sum payout provision.