UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

Date of Report (Date of earliest reported) December 19, 2018

 

 

American River Bankshares

(Exact name of registrant as specified in its charter)

  

 

California

 

 

0-31525

 

 

68-0352144

(State or other jurisdiction

Of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

  

3100 Zinfandel Drive, Suite 450, Rancho Cordova, California   95670
(Address of principal executive offices)   (Zip Code)

  

Registrant’s telephone number, including area code (916) 851-0123

  

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[ ] Solicitation material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

 

(e)(1) On December 19, 2018, the Board of Directors of the registrant, American River Bankshares, approved base salaries for the following executives, effective April 1, 2019: David Ritchie, Jr., Chief Executive Officer, $278,250, Mitchell Derenzo, Chief Financial Officer, $240,000; Kevin Bender, Chief Operating Officer, $240,000; Dennis Raymond, Jr., Chief Lending Officer, $225,000, Dan McGregor, Chief Credit Officer, $215,000.

 

(e)(3) On December 19, 2018, the Board of Directors of the registrant, American River Bankshares, approved the American River Bankshares Executive Annual Incentive Plan (the “Plan”). The Plan sets the performance metrics and the weightings for 2019 for the incentive compensation plan as follows:

 

The following weightings were assigned to the metrics for the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Lending Officer, and Chief Credit Officer:

 

Pretax/Pre Provision for Loan and Lease Losses     25.00 %
Net Income after Tax     25.00 %
ROE Relative to Internal Target     20.00 %
Credit Quality     15.00 %
Quality of Bank Performance     15.00 %

 

The minimum Funding Threshold remains Quality of Bank Performance. Attaining the minimum Funding Threshold is required to attain incentive compensation for any of the metrics.

 

The targeted incentive as a percent of salary for 2019 for the Chief Executive Officer is set at 50%, and for the Chief Financial Officer, Chief Operating Officer, Chief Lending Officer, and Chief Credit Officer is set at 30%.

 

The Pretax/Pre Provision for Loan and Lease Losses, Net Income after Tax, ROE Relative to Internal Target and Credit Quality metrics minimum are set at 80% of the target and results in incentive compensation equal to 50% of the available payout. The maximum for these metrics is set at 115% of the target and results in incentive compensation equal to 150% of the available payout for this metric. Results achieved between the minimum and maximum would result in a pro rata share of the incentive available.

 

The foregoing description is qualified by reference to the Plan attached as Exhibit 99.1

 

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Item 9.01. Financial Statements and Exhibits

 

(a) Financial Statements

Not Applicable.

 

(b) Pro Forma Financial Information

Not Applicable.

 

(c) Shell Company Transactions

Not Applicable.

 

(d) Exhibits

(99.1) American River Bankshares Executive Annual Incentive Plan.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    AMERICAN RIVER BANKSHARES
     
     
    / s/ Mitchell A. Derenzo
December 21, 2018   Mitchell A. Derenzo, Chief Financial Officer

 

 

 

 

 

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INDEX TO EXHIBITS

 

 

Exhibit No.   Description   Page
         
99.1   American River Bankshares Executive Annual Incentive Plan   5

 

 

 

 

 

 

 

 

 

 

 

 

 

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Exhibit 99.1

American River Bankshares

 

Executive Annual Incentive Plan Document

 

 

Establishment and Purpose of the Plan

 

The Executive Annual Incentive Plan for American River Bankshares (AMRB) is established as of January 1, 2019. The Plan is designed to promote exemplary performance and enhance shareholder value by focusing eligible employees on key AMRB metrics and providing rewards for excellent performance as measured by those metrics.

 

Eligibility

 

All Executive Officers are eligible for this Plan, including the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Credit Officer, Chief Lending Officer, Retail Banking Manager and any other positions at the discretion of the AMRB Board of Directors (the “Board”). Employees in these positions who have been employed in excess of three (3) months by the end of the fiscal year are eligible. Employees with over three months but less than one year of service at the end of the fiscal year will be eligible to receive a bonus based on the salary earned during the year.

 

To be eligible for incentive payout, participants must:

a) be employed on the last day of the fiscal year and on the date of the incentive payout, or
b) have ceased employment from AMRB for one of the reasons cited in the section titled “Changes in Employment Status”.

 

Performance Period

 

The period of the Plan is AMRB’s fiscal year, January 1 to December 31.

 

Performance Metrics

 

The Compensation Committee of the Board (the “Committee”), will recommend the AMRB performance metrics and assign a weight to each metric. The Board will approve all metrics recommended by the Committee.

 

The performance metrics and weights will be outlined each year. Each metric will be assessed for incentive independently, as long as the funding threshold is achieved (see “Funding Threshold”).

 

Funding Threshold

 

A minimum level of AMRB performance must be achieved before any incentives will be paid for AMRB metrics. The minimum Funding Threshold required to attain incentive compensation for any of the metrics is a Satisfactory rating in Quality of Bank Performance .

 

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Incentive Opportunities

 

Each position has a Target Incentive established by the Committee as a percent of base salary. For 2019, the targets are as follows:

 

 

Position

Target Incentive as a % of Base Salary
CEO 50%
CFO 30%
COO 30%
CCO 30%
CLO 30%
Retail Banking Manager 30%

 

The incentive amount will be adjusted by a “multiplier”, depending on the level of performance for each metric. No incentive will be paid on any metric that falls below 80% of Target. Incentives will be “capped” at 115.0% of Target which is defined as Maximum performance.

 

If performance for a metric falls below 80%, no incentive will be paid for that metric. The performance of any metric will not affect the payout for the other metrics, except in the case of the Funding Threshold as described previously.

 

Incentive Calculation

 

Incentives are calculated as a percentage of base salary. Base salary for purposes of this Plan excludes other types of pay including commissions, bonuses, incentives, expenses, and any other “extraordinary” pay. For participants who have been employed less than a full year, or have terminated for any reason outlined in the section titled “Change in Employment Status”, incentive will be calculated on base salary actually earned during the year.

 

Payment of Incentive

 

Incentives will be paid no later than 75 days following the end of the fiscal year after completion and approval of the annual company financial audit.

 

To the extent required by law at the time the incentive is paid, all applicable federal, state and local taxes will be withheld. Any payroll deductions required by benefit plan document(s) will also be withheld.

 

Change in Employment Status

 

If a participant’s employment terminates during the Plan year because of death, disability, planned retirement, or change of control, the participant will be entitled to a pro-rata portion of the incentive. If termination occurs for any other reason, no incentive will be payable for the Plan year. The timing of payouts for eligible, terminated employees will be subject to 409A rules.

 

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For purposes of this Plan, a participant may be eligible for retirement status if he or she has attained age 65 and has worked for AMRB or the Bank at least 5 years.

 

Plan Administration

 

The Committee will administer the Annual Incentive Plan, and have the authority to:

 

Ø Interpret Plan provisions.
Ø Amend or terminate the Plan.
Ø Establish the funding threshold, if any, and the performance metrics.
Ø Ensure performance metrics are met before incentives are paid.

 

Amendment, Modification and Termination of the Plan

 

The Board may amend, modify, or terminate the Plan at any time. Any changes will be communicated to the participants as soon as practical.

 

Plan Does Not Create Employee Rights

 

Nothing in this Plan shall alter or amend AMRB’s or the Bank’s employment at-will policy.

 

Performance Metrics

 

The Pre-Tax/Pre Provision for Loan and Lease Losses, Net Income after Tax and the ROE Relative to Internal Target metrics are set to the budget for 2019. The performance metrics and the weightings for 2019 for the incentive compensation plan as follows:

 

The following weightings were assigned to the metrics for the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Lending Officer, Chief Credit Officer and the Retail Banking Manager:

 

Pretax/Pre Provision for Loan and Lease Losses     25.00 %
Net Income after Tax     25.00 %
ROE Relative to Internal Target     20.00 %
Credit Quality     15.00 %
Quality of Bank Performance     15.00 %

 

The Pretax/Pre Provision for Loan and Lease Losses, Net Income after Tax, ROE Relative to Internal Target and Credit Quality metrics minimum are set at 80% of the target and result in incentive compensation equal to 50% of the available payout. The maximum performance for these metrics is set at 115% of the target and results in incentive compensation equal to 150% of the available payout for this metric. Results achieved between the minimum and maximum would result in a pro-rata share of the incentive available.

 

The maximum award opportunity does not apply to the Quality of Bank Performance metric. Incentive payouts for Quality of Bank Performance results are capped at Target performance.

 

The performance of the Chief Financial Officer, Chief Operating Officer, Chief Credit Officer, Chief Lending Officer and the Retail Banking Manager will be evaluated by the Chief Executive Officer and target incentive recommendations will be provided to the Committee, but in no case will those recommendations exceed the maximum for any target.

 

 

 

 

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