UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported)
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May 5, 2016
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MARLIN
BUSINESS SERVICES CORP.
(Exact name of registrant as specified in its charter)
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Pennsylvania
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000-50448
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38-3686388
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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300 Fellowship Road, Mount Laurel, NJ
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08054
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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(888) 479-9111
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(Former name or former address, if
changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
On May 5, 2016, Marlin Business Services Corp. (the “Company”)
announced that Jeffrey A. Hilzinger has been hired as Chief Executive Officer effective June 1, 2016. Mr. Hilzinger will report to the Company’s Board of Directors (the “Board”). Mr. Hilzinger brings more than 35 years
of commercial lending and equipment leasing experience to the Company, including substantial leadership experience in finance, operations and general corporate management. Mr. Hilzinger was most recently President of EverBank Commercial
Finance, Inc. From 2010 until 2013, Mr. Hilzinger served as Chief Operating Officer of EverBank Commercial Finance, Inc. From 2008 until 2010, Mr. Hilzinger served as Chief Financial Officer of Tygris Vendor Finance. In 2004,
Mr. Hilzinger co-founded US Express Leasing, Inc. and served as Chief Financial Officer from 2004 until 2008. In 2002, Mr. Hilzinger co-founded Aternus Partners, LLC, a management consulting firm, and served as a Managing Director until
2004. From 1979 until 2002, Mr. Hilzinger served in various regional and global leadership roles with Heller Financial, Inc. and certain of its subsidiaries and affiliates. Mr. Hilzinger earned a bachelor’s degree in Economics from
the University of Michigan in 1979.
Pursuant to the terms of an employment offer letter, dated April 25, 2016, by and between the Company and
Mr. Hilzinger, for his service as Chief Executive Officer, Mr. Hilzinger will:
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receive an initial annual base salary of $450,000;
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be eligible to receive an annual bonus as a participant in the Company’s Management Cash Incentive Program, with a target incentive of up to 85% of base salary, to be earned based on corporate, departmental and
individual performance factors as approved by the Company’s Compensation Committee, provided that, Mr. Hilzinger will receive a cash bonus of $350,000 for fiscal year 2016;
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beginning in fiscal year 2017, be eligible to participate in the Company’s Management Equity Incentive Plan;
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receive restricted stock awards under the Company’s 2014 Equity Compensation Plan in an amount equal to (i) 20,590 shares, vesting 1/3 per year on each of the first three anniversaries of
Mr. Hilzinger’s start date, provided that he must remain continuously employed with the Company through such anniversaries to become vested and (ii) 60,000 shares, which will become vested if certain performance goals, as determined
by the Board’s Compensation Committee, are achieved and Mr. Hilzinger remains employed through the applicable performance periods, all subject to the terms and conditions set forth in the Company’s 2014 Equity Compensation Plan and
the applicable award agreements;
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be a Tier I participant in the Company’s Severance Pay Plan for Senior Management (previously filed with the SEC as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2015 filed on August 5, 2015) whereby Mr. Hilzinger will be eligible to receive severance benefits in the event of certain involuntary termination circumstances, subject to the terms and conditions described in the plan;
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be eligible to participate in the Company’s benefits programs, subject to the terms and conditions of each program, and as described in the applicable plan documents, and
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receive a temporary living allowance of $2,000 per month for up to 18 months, and have relocation costs paid for by the Company up to $175,000, which, if Mr. Hilzinger should resign during the first three years of
employment, he would be required to reimburse the Company for in decreasing percentages.
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The foregoing description of the employment offer
letter is a summary and is qualified in its entirety by reference to the employment offer letter, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein. A copy of the press release issued by the Company announcing the new
Chief Executive Officer is filed as Exhibit 99.1 hereto and is incorporated by reference herein.
Item 9.01.
Financial Statements and
Exhibits.
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10.1
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Employment Offer Letter between Jeffrey A. Hilzinger and Marlin Business Services Corp. dated as of April 25, 2016.
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99.1
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Press Release issued by Marlin Business Services Corp. on May 5, 2016.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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MARLIN BUSINESS SERVICES CORP.
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Date: May 5, 2016
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/s/ Edward R. Dietz
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Edward R. Dietz
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Senior Vice President of Administration and General Counsel
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INDEX TO EXHIBITS
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10.1
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Employment Offer Letter between Jeffrey A. Hilzinger and Marlin Business Services Corp. dated as of April 25, 2016.
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99.1
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Press Release issued by Marlin Business Services Corp. on May 5, 2016.
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Exhibit 10.1
Sent via email and overnight mail
April 25, 2016
Mr. Jeffrey A Hilzinger
3 Cedar Ridge Drive
Chester, New Jersey 07930
Dear Jeff:
The Board of Directors and management team of Marlin
Business Services Corp. (“Marlin”) are very excited about you joining.
The purpose of this letter is to memorialize our recent verbal offer of
employment from Marlin. In addition, this letter will also document the other items that we have discussed and agreed:
The details of the offer are:
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Position: You will be employed as the Chief Executive Officer, reporting to the Board of Directors of Marlin.
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Our expectation is that you will commence employment with Marlin no later than June 1, 2016. The date on which you actually commence employment with Marlin is hereinafter referred to as the “Start Date”.
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Commencing on the Start Date, your bi-weekly base salary will be $17,307.69, less applicable tax and other withholdings, based upon an annual base salary of $450,000.00.
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Commencing on the Start Date, you will be eligible to participate in the Marlin Management Cash Incentive Program (the “MCIP”) with an annual bonus opportunity targeted at up to 85% of your annual base salary,
and with the amount of bonus that is payable determined based on the level of achievement of individual, departmental and corporate goals established annually. Your 2016 bonus will be $350,000.00. Payment of the annual bonus, if any, will occur at
the time provided in the MCIP, provided that you must be on the active payroll of Marlin at the time payment is made to be eligible to receive any such bonus for the prior fiscal year. The MCIP is reviewed and approved each year.
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Commencing with Marlin’s 2017 fiscal year, you will be eligible to fully participate in the Management Equity Incentive Program (the “MEIP”), which is intended to be revised during 2016 by the
Compensation Committee of the Board of Directors (the “Committee”) that administers the MEIP.
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On or soon after your Start Date you will be granted: (i) a restricted stock award under the
Marlin 2014 Equity Compensation Plan (the “Equity Plan”) equal to 60,000 shares, which restricted stock award will become vested if certain performance goals as determined by the Committee and set forth in the restricted stock award
agreement are achieved and your continued employment with Marlin through the end of the applicable performance period and (ii) a separate restricted stock award under the Equity Plan equal to 20,590 shares, which restricted stock award will
become vested 1/3 per year on each of the first three anniversaries of your Start Date, provided that you must remain continuously employed with Marlin through such anniversaries to become vested. The other terms and conditions of these
one-time restricted stock awards will be determined by the Committee and set forth in your award agreements for such stock awards.
You
will also be eligible to participate in the Marlin 2012 Employee Stock Purchase Plan (“ESPP”), commencing with the first offering period that begins after your Start Date. The ESPP provides eligible participants with an opportunity to
purchase shares of Marlin common stock at a discount, subject to the terms and conditions of the ESPP. Additional information relating to the ESPP will be separately provided to you.
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Your performance will be reviewed at least annually by the Committee.
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Your employment with Marlin requires the relocation of your residence to the area of Marlin’s headquarters in Mount Laurel, New Jersey within 18 months of your Start Date. We understand that you are currently
contemplating a relocation to the Princeton, New Jersey area which would satisfy this requirement. To support your relocation, following your Start Date, Marlin will provide you with the following reimbursement for relocation and temporary living
expenses:
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a) Marlin will provide you with a temporary living allowance of up to 18 months. Instead of a detailed accounting
of those expenses, we will provide a flat allowance of $2,000 per month (less applicable tax and other withholdings), with the first payment commencing within 30 days following your Start Date and future monthly payments paid on the 15th day of each
month.
b) Marlin will reimburse your reasonable expenses associated with moving of your household goods from Chester, New Jersey to a
mutually acceptable location near Marlin’s headquarters and for real estate brokerage fees associated with the sale of your Chester, New Jersey house, up to a maximum of $175,000; provided that such relocation occurs within 18 months following
your Start Date. Together, we will select two responsible movers to provide you with estimates. Marlin will then select the mover on the basis of price and acceptability. Marlin will pay full replacement value insurance for household goods.
c) You are responsible for repaying to us the amount paid in relocation and temporary housing costs in the event that you resign your
employment as follows:
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Less than one year from your Start Date (100%)
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One to Two Years from your Start Date (66%)
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Two to Three Years from your Start Date (33%)
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Greater than three years from your Start Date (0%)
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Your employment is conditioned on the results of (i) satisfactory background checks and (ii) a favorable criminal background screen.
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A post job offer, pre-employment drug screen is required within 72 hours of the offer. Your employment is conditioned on the favorable results of this screen. If the results are not favorable, this offer will be
rescinded. You will receive instructions on how to satisfy this requirement via e-mail under separate cover.
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This offer of employment is expressly contingent upon (i) your receipt of written confirmation that you are not restricted from becoming employed by Marlin as a result of the non-compete and non-solicitation of
customers and clients restrictive covenants to which you are bound by any third party and (ii) Marlin’s acceptance of such written confirmation, which Marlin may accept in its sole discretion. The written confirmation must be presented to
Marlin by April 29, 2016.
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Marlin will reimburse you, within 30 days following your Start Date, for your reasonable legal fees incurred in connection with your separation from your current employer and in connection with the review of this
letter, up to a maximum of $5,000.
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Marlin offers its eligible employees a comprehensive employee benefits program, which includes, medical and prescription drug coverage, effective on your Start Date. Dental, vision and life insurance are effective the
first of the month following your Start Date. Eligibility for Long Term Disability benefits commences after 3 months of employment. A summary of the employee benefits offered by Marlin is included with this offer letter. These benefits will be
described in detail during your New Hire Orientation.
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You are eligible for 25 days of Paid-time-off (PTO), accrued throughout the calendar year. The other terms and conditions of PTO is set forth in Marlin’s PTO policy. Marlin celebrates six paid holidays per calendar
year and, an additional three variable holidays (that go into effect after 90 days of service) for a total of nine holidays.
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You will be eligible to participate in Marlin’s 401(k) Profit Sharing Plan and Trust (the “401(k) Plan”) effective on the first day of the calendar quarter following your Start Date. The 401(k) Plan
currently provides for a company match equal to 1.5% on the first 6% of eligible compensation that is deferred by the participant to the 401(k) Plan. Full vesting occurs after three years of service, as determined under the 401(k) Plan. The other
terms and conditions of the 401(k) Plan will be provided to you in the enrollment materials following your Start Date.
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Following your Start Date, you will be eligible to participate as a Tier I participant in the Marlin Severance
Pay Plan for Senior Management (the “Severance Plan”), which
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provides certain severance benefits to executives who are designated as being eligible to participate in the Severance Plan if such executive experience a termination of employment that is
covered by the Severance Plan. A copy of the Severance Plan and corresponding participation agreement was previously provided to you.
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The Immigration Reform and Control Act (“IRCA”), and our own standards, require us to examine personal identification and work authorization documents of new employees. Therefore, to meet these requirements of
IRCA and our own policies, please provide Marlin with proof of your eligibility to work in the United States (i.e. passport, driver’s license, social security card, birth certificate as noted in I-9 documentation).
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The Human Resources Department will conduct an orientation, presentation, and review of your employee handbook and benefits, normally on your first day of work. This will be coordinated with your schedule.
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We will forward the following documents for you to review, execute and bring with you on your first day of work:
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Insider Trading Policy Statement
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Code of Ethics and Business Conduct
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Direct Deposit Enrollment Form
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19.
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Marlin may withhold from any salary, bonuses, or other compensation or benefits payable or provided to you under this offer letter or otherwise, any and all federal, state, local, and other taxes and any and all other
amounts as permitted or required by law, rule, or regulation.
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Marlin abides by the “employment-at-will” doctrine, which permits Marlin or the employee to terminate the employment relationship at any time, for any reason, with or without notice. Neither the policies
contained in this letter, nor any other written or verbal communication, are intended to create a contract of employment or warranty or guarantee of benefits. The policies contained in this offer letter may be added to, deleted, or changed at any
time by Marlin in its sole discretion, except that we will not modify our policy of “employment-at-will” in any case.
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All amounts payable under this offer letter are intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or an exemption thereunder. This
offer letter shall be interpreted in a manner consistent with such requirements or exemption. Each payment under this offer letter is a separate payment and all installments are a separate payment.
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Any disputes relating to this offer shall be governed and construed in accordance with the laws of the State of New Jersey.
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Please note that Marlin can rescind the offer of employment at any time up until acceptance is received by Marlin. If you do not commence employment with Marlin by June 1, 2016, the offer of employment and this
offer letter shall be null, void and without effect.
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This offer letter contains the entire understanding between Marlin and you with respect to your employment, and shall supersede all prior and contemporaneous agreements and understandings, inducements or conditions,
express or implied, oral or written.
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The offer of employment will become null and void within five (5) days of the date of this letter unless formal acknowledgement and acceptance is received. Please return a copy of this letter with your signature
below via to fax 856.813.2878 or email to EDietz@marlincorp.com.
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I believe that this covers everything we discussed. The Marlin Team is
excited at the prospect of you joining us. Should you have any questions, please do not hesitate to contact me and we will assist in any way we can.
Sincerely,
Lawrence J. DeAngelo
Chairman of the Board of Directors
I hereby agree to the terms
and conditions of the offer of employment with Marlin as set forth in this offer letter. I understand and agree that if I do not commence with employment with Marlin by June 1, 2016, this offer letter will terminate and it shall become null,
void and without effect. I hereby expressly represent and warrant that I am not prohibited from accepting this offer of employment with Marlin or performing in the position described herein as a result of my prior employment with any other employer.
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Jeffrey A. Hilzinger
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Date
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Exhibit 99.1
Marlin Business Services Corp. Names Jeffrey Hilzinger as CEO
MOUNT LAUREL, N.J., May 5, 2016 — Marlin Business Services Corp. (NASDAQ:MRLN) today announced that its Board of Directors has appointed commercial
lending and equipment leasing industry veteran Jeffrey A. Hilzinger as Chief Executive Officer, effective June 1, 2016.
Hilzinger previously was
President of EverBank Commercial Finance. He succeeds interim CEO Edward J. Siciliano, who remains Marlin’s Executive Vice President and Chief Sales Officer.
“Jeff is a proven leader with over 35 years of experience in our industry and substantial management experience in finance, sales, credit and general
corporate management,” said Lawrence J. DeAngelo, Chairman of Marlin’s Board of Directors. “We are excited to have Jeff lead us into the next phase of our growth. We believe Jeff is the right person to build upon our positive momentum
because his significant experience and success in growing businesses are aligned with Marlin’s strategic goals and initiatives.”
Hilzinger
brings an impressive record of building businesses and entrepreneurship to Marlin. While at EverBank Commercial Finance, where he was responsible for a nationwide business focused on the equipment finance, asset-based lending and lender finance
markets, Hilzinger led its growth into a $4 billion diversified commercial finance platform.
He joined EverBank in 2010 when the company acquired Tygris
Commercial Finance Group, where Hilzinger served as Chief Financial Officer of Tygris Vendor Finance. Following the acquisition, Hilzinger led the restructuring of Tygris Commercial Finance Group into EverBank Commercial Finance.
In 2004, Hilzinger co-founded US Express Leasing (USXL), a small ticket vendor finance start up that was purchased by Tygris Commercial Finance Group in 2008.
Prior to USXL, he was with Heller Financial for over 20 years where he held a series of domestic and international senior finance, credit and operational leadership positions in Heller’s asset-based lending, leveraged lending and vendor
equipment finance businesses.
“I’m very excited about becoming part of the Marlin team and leading the company into an exciting future as we
strive to take advantage of a dynamic and rapidly changing commercial finance marketplace,” said Hilzinger. “I am honored to be given the opportunity to build upon Marlin’s strong foundation and unique small business lending platform
and am greatly appreciative of the work Ed Siciliano has done over the past several months as interim CEO to keep the company moving forward.”
About Marlin
Marlin Business Services Corp. is a
nationwide provider of commercial lending solutions for small and mid-size businesses. Through its wholly-owned operating subsidiary, Marlin Business Bank, Marlin provides innovative commercial financing programs. Our equipment financing
and loan products are offered directly to businesses, and through third party vendor programs, which includes manufacturers, distributors, independent dealers and brokers. Since its inception in 1997, Marlin has extended credit to over a
quarter of a million business customers. Our mission is to offer convenient financing products while providing the highest level of personalized customer service. Marlin is publicly traded (Nasdaq:MRLN). For more information about
Marlin, visit
www.marlincorp.com
or call toll free at (888) 479-9111.