BANKGUAM HOLDING CO : Change of Directors or Officers (Form 8-K)

Item 5.02. resignations of directors or certain officers; election of directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.


Compensation Agreement for President and Chief Executive Officer

On June 25, 2022, Bank of Guam (the “Bank”), a subsidiary of BankGuam holding company (the “Company”) entered into a new employment contract with Mr. Joaquin PLG CookEffective April 1, 2022 with expiry date from
March 31, 2027, as President and Chief Executive Officer of the bank. Among other things, the employment contract provides for an annual basic salary of
$375,000 with annual CPI adjustments. The employment contract also provides for a quarterly bonus opportunity of up to 2% of the bank’s net profit after tax $400,000 per year, subject to review and possible adjustment by the Bank’s Board of Directors every two years. The incentive bonus will be reduced by 10% or 15% if the bank fails to meet certain targets set out in the employment contract, measured by return on capital, return on equity, proportion of adversely classified assets in Tier 1 capital and allowance for Loan and lease losses and the bank’s efficiency ratio. The employment contract also provides for certain personal benefits, including (a) a group life insurance of $700,000 maintained by the Bank, (b) the use of a motor vehicle and compensation for operating expenses, and (c) the right to participate in the Bank’s group health, casualty and disability insurance plans. in the event of permanent disability, Mr. Cook would receive his base salary adjusted for CPI increases along with any incentives for the remainder of his employment contract. The employment contract also provides for a survivor’s income plan with a death benefit of $1,060,606 and a Supplemental Executive Retirement Plan (“SERP”) paying out for a period of 15 years $150,000 per year after 10 years from the date of the SERP contract at the sole expense and expense of the bank. In the event of disability, the bank is required to make 180 monthly payments equal to 100% of the accrued balance as defined in the SERP agreement. The agreements are expected to begin disbursing on the first day of the month following the determination of disability on the executive’s normal retirement date as defined in the SERP agreement. In the event of a change of control, the bank is required to pay 100% of the accrued balance within 60 days of the separation as defined in the SERP agreement. In addition, in the event of termination by the manager for “good cause” (as defined in the employment contract) or by the bank for any reason other than “reason” (as defined in the employment contract), the employment contract provides for continued payment of the amounts due after the employment contract would have been paid for the remaining term.

Compensation Agreement for Executive Vice President and Chief Operating Officer.

On June 25, 2022the bank concluded a new employment contract with Ms Maria Eugenia H. Leon GuerreroEffective April 1, 2022 with expiry date from March 31, 2027, as executive vice president and chief operating officer of the bank. Among other things, the employment contract provides for an annual basic salary of $365,000 with annual CPI adjustments. The employment contract also provides for a quarterly bonus opportunity of up to 2% of the bank’s net profit after tax $400,000 per year. The incentive bonus will be reduced by 10% or 15% if the bank fails to meet certain targets set out in the employment contract, measured by return on capital, return on equity, proportion of adversely classified assets in Tier 1 capital and allowance for Loan and lease losses and the bank’s efficiency ratio. The employment contract also provides for certain other personal benefits, including (a) a group life insurance of
$700,000 maintained by the Bank, (b) the use of a motor vehicle and compensation for operating expenses, and (c) the right to participate in the Bank’s group health, casualty and disability insurance plans. in case of disability, Mrs Leon Guerrero would receive their base salary adjusted for CPI increases, along with any incentives, for the remainder of their employment contract. The employment contract also provides for a survivor’s income plan with a death benefit of $1,060,606 and a SERP that pays out the amount of for a period of 15 years $150,000 per year after 10 years from the date of the SERP contract at the sole expense and expense of the bank. In the event of disability, the bank is required to make 180 monthly payments equal to 100% of the accrued balance as defined in the SERP agreement. The agreements are expected to begin disbursing on the first day of the month following the determination of disability on the executive’s normal retirement date as defined in the SERP agreement. In the event of a change of control, the bank is required to pay 100% of the accrued balance within 60 days of the separation as defined in the SERP agreement. In addition, in the event of termination by the manager for “good cause” (as defined in the employment contract) or by the bank for any reason other than “reason” (as defined in the employment contract), the employment contract provides for continued payment of the amounts due after the employment contract would have been paid for the remaining term.

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