SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
July 21, 2020
Bank of Commerce Holdings
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
IRS Employer Identification No.
555 Capitol Mall, Suite 1255
Sacramento, California 95814
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (800)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligations of the registrant
under any of the following provisions (see General Instruction A.2
☐ Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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☐ 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))
Securities registered pursuant to Section 12(b) of the Exchange
Title of each Class
Name of each exchange on which registered
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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.
Item 5.02. Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers
Bank of Commerce Holdings (the “Company”) and its wholly owned
subsidiary Merchants Bank of Commerce (the “Bank”) have announced
that on July 21, 2020 the Board of Directors of the Company (the
“Board”) appointed Carl W. Rood as Executive Vice President and
Chief Operating Officer of the Company and the Bank, effective
August 1, 2020.
Mr. Rood, age 63, most recently has served as Senior Vice President
and Chief Risk Officer of the Bank since October 2016. Prior to
joining the Company and the Bank, Mr. Rood was Executive Vice
President, Chief Risk Officer of First National Bank of Santa Fe.
He has more than 30 years of experience serving similar positions
in the banking industry. Mr. Rood holds a Bachelor of Science in
Business Administration with a concentration in finance from
California State University, Sacramento. He also received a
certificate from American Bankers Associations Regulatory
Compliance School. Mr. Rood is a Certified Internal Auditor
Mr. Rood does not have an interest in any transactions requiring
disclosure under Item 404(a) of Regulation S-K. There are no family
relationships between Mr. Rood and any of the Company's directors
or other executive officers. Other than as described below, there
are no arrangements or understandings between Mr. Rood and any
other persons or entities pursuant to which he has been appointed
as Executive Vice President and Chief Operating Officer.
Mr. Rood also entered into an Employment Agreement (the "Employment
Agreement") with the Company and the Bank, effective August 1, 2020
(the "Effective Date"). The Employment Agreement expires on March
6, 2023, and, unless otherwise agreed between the parties, the
Employment Agreement and the term shall be deemed to be
automatically extended, upon the same terms and conditions, for a
period of one (1) year.
The Executive Compensation Committee of the Company approved the
following specific terms of Mr. Rood’s compensation as of the
Effective Date: (i) an annual base salary of $285,000; (ii) an
award of 10,000 shares of restricted stock vesting in five equal
annual installments beginning on August 6, 2021; and (iii)
eligibility for incentive opportunities as a percentage of his
annual base salary pursuant to the Company’s Executive Management
Short-Term Variable Incentive Program (“Annual Bonus”), the
Company’s Executive Management Long-Term Variable Incentive
Program, and as authorized by the Board or the Board's Executive
Under the Employment Agreement, if Mr. Rood’s employment is
terminated for disability or death, he will be entitled to receive
in a lump sum an amount equal to one quarter (1/4) of Mr. Rood’s
current annual base salary and the average of the Annual Bonus for
services during the preceding three (3) calendar years (or Mr.
Rood’s period of employment, if less than three (3) years) (“Total
Compensation Package”), calculated as of the date of termination.
If Mr. Rood’s employment is terminated for any reason other than
for Cause, disability or death, Mr. Rood shall be entitled to
severance pay in an amount equal to one times (1.0x) Mr. Rood’s
then Total Compensation Package. Regardless of the termination
reason of disability, death or any reason other than for Cause, in
addition to the Total Compensation Package, Mr. Rood shall also
receive any accrued incentive awards and vacation accrued, but not
taken as of the date of termination; and an amount equal to the
amount necessary to pay Mr. Rood’s COBRA premiums for continuation
of group health insurance coverage for 18 months based on such
premiums in effect on the date of Mr. Rood’s termination; provided,
that Mr. Rood shall not be obligated to use such lump-sum payment
exclusively for payment of COBRA premiums.
In the event of termination in connection with a change in control,
the Employment Agreement provides that Mr. Rood shall be entitled
to be paid in lump sum two (2) years’ salary, and an amount equal
to one times (1.0x) the average of the Annual Bonus for services
during the preceding three (3) calendar years (or Mr. Rood’s period
of employment, if less than three (3) years).
The Employment Agreement further provides that any payments or
benefits that constitute “parachute payments” within the meaning of
Section 280G(b)(2)(A) of the Internal Revenue Code, shall be
reduced in a manner determined by the Company and the Bank (by the
minimum possible amounts) that is consistent with the requirements
of Section 409A of the Internal Revenue Code until no amount
payable to Mr. Rood will be subject to the excise tax.
Additionally, if two economically equivalent amounts are subject to
reduction but are payable at different times, the amounts shall be
reduced (but not below zero) on a pro rata basis.
All severance payments upon termination are subject to Mr. Rood’s
execution of a general release of claims against the Company and
the Bank. Under the Employment Agreement, he has also agreed not to
compete with the Bank, and not to solicit any existing or potential
customers or individuals or entities with whom the Bank is
negotiating for the Bank’s services to leave the Bank, while
employed by the Bank and for one (1) year following termination of
Item 7.01. Regulation FD Disclosure.
A copy of the Company’s press release relating to the announcement
reported in Item 5.02, dated July 22, 2020, is furnished as Exhibit
99.1 to this Form 8-K.
Item 9.01 – Financial Statements and Exhibits
See Exhibit Index below.
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.
July 22, 2020
/s/ James A.
By: James A. Sundquist
Executive Vice President – Chief Financial Officer