VBFC Village Bank and Trust Financial Corp

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

Date of report (Date of earliest event reported): November 2, 2023

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VILLAGE BANK AND TRUST FINANCIAL CORP.

(Exact Name of Registrant as Specified in Charter)

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Registrant’s Telephone Number, Including Area Code: (804) 897-3900

Not Applicable

(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:

Securities registered pursuant to Section 12(b) of the Act:

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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 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 2, 2023, Village Bank and Trust Financial Corp. (the “Company”) entered into an amendment to the employment agreement, dated February 22, 2022, with Donald M. Kaloski, Jr., Executive Vice President and Chief Financial Officer of the Company and Village Bank (the “Bank”), a wholly-owned subsidiary of the Company. On the same day, the Bank entered into an amendment to the employment agreement, dated September 4, 2020, with Max C. Morehead, Jr., Executive Vice President of Commercial Banking of the Bank.  

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Amendment to Employment Agreement with Mr. Kaloski

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Mr. Kaloski’s employment agreement was amended in order to reflect increases in his base salary and annual bonus opportunity. Pursuant to the amendment, Mr. Kaloski is entitled to receive an annual base salary of no less than $224,000. Such salary may be increased in the sole and absolute discretion of the Company’s Board of Directors or Compensation Committee. The Board of Directors will review Mr. Kaloski’s base salary at least annually during his employment and may increase such salary as determined in its discretion. Mr. Kaloski is entitled to an annual performance bonus based on a target of 25% of his annual base salary, provided that he meets the performance goals established by the Company’s Board of Directors or Compensation Committee in its discretion.

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Amendment to Employment Agreement with Mr. Morehead

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Mr. Morehead’s employment agreement was also amended in order to reflect increases in his base salary and annual bonus opportunity. Pursuant to the amendment, Mr. Morehead is entitled to receive an annual base salary of no less than $230,000. Such salary may be increased in the sole and absolute discretion of the Bank’s Board of Directors or Compensation Committee. The Board of Directors will review Mr. Morehead’s base salary at least annually during his employment and may increase such salary as determined in its discretion. Mr. Morehead is entitled to an annual performance bonus based on a target of 25% of his annual base salary, provided that he meets the performance goals established by the Bank’s Board of Directors or Compensation Committee in its discretion.

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The foregoing summary descriptions of the amendments to Mr. Kaloski’s and Mr. Morehead’s respective employment agreement are qualified in their entirety by reference to the amendments, copies of which are attached to this report as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.

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Item 9.01   Financial Statements and Exhibits.

(d)   Exhibits.

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SIGNATURES

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

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Exhibit 10.1

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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

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This Amendment No. 1, adopted as of November 2, 2023, is made to the Employment Agreement, dated as of February 22, 2022 (the “Agreement”), between Village Bank and Trust Financial Corp. (the “Corporation”) and Donald M. Kaloski, Jr. (the “Executive”).

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The parties wish to amend the Agreement in order to reflect increases in the Executive’s base salary and annual bonus opportunity.

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The parties, intending to be legally bound, agree as follows:

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(a) Base Salary. The Corporation agrees to pay the Executive, as compensation for all services rendered by him to the Corporation during the period of his employment under this Agreement, base salary in an annual amount of no less than $224,000, which shall be payable in monthly, semi-monthly or bi-weekly installments in conformity with Corporation’s payroll practices for salaried employees. Such salary may be increased in the sole and absolute discretion of the Corporation’s Board of Directors or Compensation Committee thereof duly authorized by the Board to so act. The Board of Directors shall review the Executive’s base salary at least annually during his employment and may increase such salary as determined in its discretion.

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(b) Annual Bonus. The Executive shall be entitled to an annual performance bonus based on a target of 25% of his annual base salary, provided that the Executive meets the performance goals established by the Corporation’s Board of Directors or Compensation Committee in its discretion.

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[Signatures appear on the following page]

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to the Agreement effective as of the date first written above.

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Exhibit 10.2

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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

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This Amendment No. 1, adopted as of November 2, 2023, is made to the Employment Agreement, dated as of September 4, 2020 (the “Agreement”), between Village Bank (the “Corporation”) and Max C. Morehead, Jr. (the “Executive”).

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The parties wish to amend the Agreement in order to reflect increases in the Executive’s base salary and annual bonus opportunity.

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The parties, intending to be legally bound, agree as follows:

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(a) Base Salary. The Corporation agrees to pay the Executive, as compensation for all services rendered by him to the Corporation during the period of his employment under this Agreement, base salary in an annual amount of no less than $230,000, which shall be payable in monthly, semi-monthly or bi-weekly installments in conformity with Corporation’s payroll practices for salaried employees. Such salary may be increased in the sole and absolute discretion of the Corporation’s Board of Directors or Compensation Committee thereof duly authorized by the Board to so act. The Board of Directors shall review the Executive’s base salary at least annually during his employment and may increase such salary as determined in its discretion.

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(b) Annual Bonus. The Executive shall be entitled to an annual performance bonus based on a target of 25% of his annual base salary, provided that the Executive meets the performance goals established by the Corporation’s Board of Directors or Compensation Committee in its discretion.

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[Signatures appear on the following page]

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to the Agreement effective as of the date first written above.

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