Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On July 28, 2022, the Boards of Directors of Affinity Bancshares, Inc. (the “Company”) and Affinity Bank (the “Bank”) appointed Brandi C.
Pajot as Chief Financial Officer of the Company and the Bank effective July 28, 2022.
Ms. Pajot, age 45, has served as the Bank’s Chief Treasury and Risk Management Officer since March 2020, and joined the Bank in January
2020 in connection with its acquisition of legacy Affinity Bank. In 2010, Ms. Pajot was appointed as Senior Vice President and Chief Financial Officer of legacy Affinity Bank, which she joined in 2007. She began her banking career in 2000 and has
experience with community and correspondent banks. Ms. Pajot is a Certified Public Accountant and licensed in the State of Georgia.
Ms. Pajot is not a party to any transaction with the Company or the Bank that would require disclosure under Item 404(a) of Securities
and Exchange Commission Regulation S-K.
On August 2, 2022, the Company and the Bank entered into an amendment to the employment agreement with Ms. Pajot. The parties originally
entered into the employment agreement on May 24, 2021.
The employment agreement, as amended, has an initial term of two years. Commencing on September 1, 2022, and continuing on each September
1st thereafter, the Boards of Directors of the Company and the Bank may renew the terms of the employment agreement for another year so that it again becomes a two-year term. If the Company or the Bank enters into a transaction that would
constitute a “change in control” under the agreement, the term of the agreement will automatically extend to two years from the effective date of the change in control.
Under the employment agreement, the current annual base salary for Ms. Pajot is $200,000. Her base salary will be reviewed at least
annually to determine whether an increase is appropriate. In addition to base salary, she is entitled to participate in bonus and incentive programs and benefit plans available to management employees and will be reimbursed for all reasonable
business expenses incurred.
Under the employment agreement, if the Company or the Bank terminates Ms. Pajot’s employment for “cause,” as that term is defined in the
employment agreement, she will not receive any compensation or benefits after the termination date other than compensation and benefits that have accrued through the date of the termination. If the Company or the Bank terminates Ms. Pajot’s
employment without cause or if she terminates employment for “good reason,” as that term is defined in the employment agreement, the Company or the Bank will pay her an amount equal to the greater of (i) the base salary or (ii) the average monthly
compensation that would be due to her for the remaining term of the agreement. The payment will be made in a lump sum within five days of the executive’s termination. If the termination of employment occurs during the term of the employment
agreement but following a change in control, then she will receive a payment equal to two times the average base salary, bonus and profit sharing contributions paid or provided to her during the calendar year immediately preceding the change in
control or, if greater, the annualized current base salary, bonus and profit sharing contributions for the prior year. The payment will be made in a lump sum within five days following the termination of employment.
The employment agreement also contains certain post-employment obligations (non-competition and non-solicitation) that may apply for 24
months following a termination of employment depending on the nature of the termination.