Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 29, 2020, Randolph Bancorp, Inc. (the "Company"), the holding company
for Envision Bank (the "Bank"), announced that James P. McDonough will retire as
President and Chief Executive Officer and a member of the Board of Directors of
the Company and the Bank, effective April 1, 2020. Mr. McDonough will be
succeeded in these roles by William M. Parent on the same date.
The Company also announced that Michael K. Devlin will retire as Executive
Vice-President and Chief Financial Officer of the Company and the Bank and be
succeeded by Lauren B. Messmore, in each case effective April 1, 2020.
Mr. Parent, age 58, served as a director of Independent Bank Corp. and its
wholly-owned subsidiary, Rockland Trust Company, from April 1, 2019 through
January 16, 2020. He previously served as President and Chief Executive Officer
of Blue Hills Bank, Blue Hills Bancorp, Inc. and its predecessor company from
2010 until their acquisition on April 1, 2019. Prior to that, Mr. Parent served
as a partner and chief investment officer at Grail Partners, a boutique merchant
bank. Mr. Parent has over 30 years of experience in the financial services
industry, including 16 years at Bank of Boston and its successor companies,
FleetBoston and Bank of America, where he held senior executive roles in
Finance, Mergers & Acquisitions, Bank Management and Private Equity Investing.
Mr. Parent is a non-practicingCPA and holds a BS from Bentley University. He has
served as a member of the Board of Directors for over a dozen middle-market
companies covering the financial services, retail, distribution and
manufacturing sectors. Today, he serves as the Board Chair for the Greater
Boston YMCA and on the board of the Boston Police Activities League, while
previously serving as Chair of the Massachusetts Bankers Association, and a
member of the Federal Reserve Bank of Boston Community Depository Institutions
Advisory Council.
Ms. Messmore, age 49, served as Executive Vice President and Chief Financial
Officer of Blue Hills Bank and Blue Hills Bancorp, Inc. from September 2017
until their acquisition on April 1, 2019. Ms. Messmore has extensive experience
in investment banking, including work at a top-tier global investment bank,
Citigroup, as well as co-founding and managing an investment banking boutique. A
graduate of Harvard College, Ms. Messmore joined Blue Hills Bank in 2012 as
Senior Vice President, Corporate Strategy.
There are no family relationships among Mr. Parent or Ms. Messmore and any other
directors or officers of the Company or the Bank, and there have been no
transactions, nor are there any proposed transactions, between the Company or
the Bank and either Mr. Parent or Ms. Messmore that would require disclosure
pursuant to Item 404(a) of Regulation S-K.
Agreements with William M. Parent
The Company and the Bank have entered into an employment agreement with
Mr. Parent (the "Employment Agreement"), effective upon the commencement of his
employment. Mr. Parent will have an initial base salary of $400,000 per year,
subject to periodic review and adjustment by the Company's Board of Directors
(the "Board"). Mr. Parent will also be eligible to receive an annual bonus based
on the satisfaction of criteria set by the Board or the Governance Committee.
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The Employment Agreement further describes the payments and benefits to which
Mr. Parent would be entitled upon termination of his employment under certain
circumstances. Specifically, if Mr. Parent's employment is terminated either by
the Company without "cause" or by Mr. Parent for "good reason" (each as defined
in the Employment Agreement), Mr. Parent will be entitled to receive an amount
equal to 12 months of Mr. Parent's annual rate of pay based on the total of his
annual base salary as of the date of his termination plus the average annual
bonus awarded to Mr. Parent during the three full fiscal years of the Bank
immediately preceding his date of termination (the "Compensation Rate"), paid
out in substantially equal installments in accordance with the Company's payroll
practice over 12 months, subject to Mr. Parent's execution of a release of
claims in favor of the Company. For a period of up to 12 months, the Company
will also pay to the group health plan provider, the COBRA provider or
Mr. Parent a monthly payment equal to the monthly employer contribution that the
Company would have made to provide health insurance to Mr. Parent if he had
remained employed by the Company, subject to Mr. Parent's continued copayment of
premium amounts at the active employees' rate.
The Employment Agreement also provides for certain payments and benefits
following a change in control of the Company. If during the 24-month period
following the occurrence of a change in control Mr. Parent's employment is
terminated by either the Company without "cause" or by Mr. Parent for "good
reason," Mr. Parent will be entitled to receive a lump-sum payment equal to
three times the Compensation Rate. The Company will also pay to the group health
plan provider, the COBRA provider or Mr. Parent a monthly payment equal to the
monthly employer contribution that the Company would have made to provide health
insurance to Mr. Parent if he had remained employed by the Company for a period
of up to 12 months, subject to Mr. Parent's copayment of premium amounts at the
active employees' rate. If any such payments or benefits would be subject to the
excise tax imposed by Section 4999 of the Code, such payments shall be reduced
so that the sum of these payments shall be $1.00 less than the amount at which
Mr. Parent becomes subject to the excise tax imposed by Section 4999 of the
Code; provided that such reduction will only occur if it would result in
Mr. Parent receiving a higher after tax amount than he would receive if such
payments were not subject to such reduction.
As an inducement to accepting employment with the Company and the Bank, on the
date of commencement of his employment, Mr. Parent will be granted awards of (i)
10,000 shares of restricted stock and (ii) an option to purchase 29,412 shares
of the Company's common stock. Such shares of restricted stock and stock option
will vest annually in five equal installments on the anniversary of the
commencement of his employment, subject to his continued employment with the
Company and the Bank through each such vesting date. The awards will be made as
an inducement award in accordance with NASDAQ Listing Rule 5635(c)(4) and will
not be granted under the Company's 2017 Stock Option and Incentive Plan (the
"2017 Plan") but will be subject to the same terms and conditions as provided in
the 2017 Plan.
The foregoing description of the Employment Agreement is qualified in its
entirety by reference to the text of the Employment Agreement, which is attached
hereto as Exhibit 10.1, and incorporated herein by reference.
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The Bank has also entered into a Nonsolicitation and Confidential Information
Agreement with Mr. Parent, which will become effective on the commencement of
his employment.
Agreements with Lauren B. Messmore
The Company has entered into a change in control agreement with Ms. Messmore
(the "Change in Control Agreement"), effective upon the commencement of her
employment. The Change in Control Agreement provides that if, within 24 months
after the effective date of a change in control (as defined in the Change in
Control Agreement) of the Company, Ms. Messmore's employment is involuntarily
terminated other than for "cause," disability, or death, or she voluntarily
resigns for "good reason" (as each such term is defined in the Change in Control
Agreement), Ms. Messmore will be entitled to a payment equal to two times the
sum of (i) her annual base salary in effect immediately prior to her termination
(or her annual base salary in effect immediately prior to the change in control,
if higher) and (ii) her average annual bonus over the three fiscal years
immediately prior to the change in control, payable in one lump-sum payment on
the date of termination. Any payments required under the Change in Control
Agreement will be reduced to the extent necessary to avoid penalties under
Section 280G of the Code.
The foregoing description of the Change in Control Agreement is qualified in its
entirety by reference to the text of the Change in Control Agreement, which is
attached hereto as Exhibit 10.2, and incorporated herein by reference.
The Bank has also entered into a Nonsolicitation and Confidential Information
Agreement with Ms. Messmore, which will become effective on the commencement of
her employment.
As an inducement to accepting employment with the Company and the Bank, on the
date that Ms. Messmore becomes Executive Vice-President and Chief Financial
Officer of the Company and the Bank (the "Commencement Date"), she will be
granted awards of (i) 5,000 shares of restricted stock and (ii) an option to
purchase 14,706 shares of the Company's common stock. Such shares of restricted
stock and stock option will vest annually in five equal installments on the
anniversary of the Commencement Date, subject to her continued employment with
the Company and the Bank through each such vesting date. The awards will be made
as an inducement award in accordance with NASDAQ Listing Rule 5635(c)(4) and
will not be granted under the 2017 Plan but will be subject to the same terms
and conditions as provided in the 2017 Plan.
Retirement Agreement with James P. McDonough
The Company and the Bank have entered into a retirement agreement with
Mr. McDonough (the "Retirement Agreement"). Pursuant to the Retirement
Agreement, Mr. McDonough will receive (1) salary continuation at his current
base salary rate of $400,000 per year and (2) transition pay in the amount of
$200,000 in consideration of his continued services in support of the transition
and agreement to non-competition and non-solicitation provisions in the
Retirement Agreement, in each case payable for the one year period following his
retirement date on the Bank's regular payroll dates. Mr. McDonough shall also
receive up to $1,000 per month towards his health insurance premium payments for
COBRA continuation for up to 18 months from his retirement
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date. In the Retirement Agreement, Mr. McDonough has agreed that, for a one year
period following the date of his retirement, he will not directly or indirectly
(1) engage, participate, assist, invest in or serve on the Board of Directors of
any business in competition with the Company or the Bank, (2) employ, attempt to
employ, recruit or otherwise solicit, induce or influence any person to leave
employment with the Company or the Bank, or (3) solicit or encourage any
customer to terminate or otherwise modify adversely his, her or its relationship
with the Company or the Bank. In addition, the Retirement Agreement confirms
that, consistent with the terms of the award agreements between the Company and
Mr. McDonough dated October 12, 2017, (i) 21,128 shares of outstanding, unvested
restricted stock and (ii) 35,213 unvested stock options held by Mr. McDonough
will vest upon his retirement.
The Retirement Agreement permits Mr. McDonough to revoke the agreement for a
period of seven days, which will lapse on February 4, 2020, at which time if not
revoked the Retirement Agreement will become effective.
The foregoing description of the Retirement Agreement is qualified in its
entirety by reference to the text of the Retirement Agreement, which is attached
hereto as Exhibit 10.3, and incorporated herein by reference.
A copy of the press release issued by the Company is filed herewith as Exhibit
99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Number Description
10.1 Employment Agreement, entered into on January 28, 2020, by and among
the Company, the Bank and William M. Parent
10.2 Change in Control Agreement, entered into on January 28, 2020, by
and among the Company, the Bank and Lauren B. Messmore
10.3 Retirement Agreement, entered into on January 28, 2020, by and among
the Company, the Bank and James P. McDonough
99.1 Press Release, dated January 29, 2020
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