UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Emerging growth company
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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 |
Resignation and Separation Agreement and Release of Claims, dated November 29, 2023, with Joseph Coccaro
On November 29, 2023, Bogota Financial Corp. (the “Company”), its holding company Bogota Financial, MHC (the “MHC”), and the Company’s wholly owned subsidiary, Bogota Savings Bank (the “Bank”), entered into a Resignation and Separation Agreement and Release of Claims (the “Agreement”), dated November 29, 2023, under which Joseph Coccaro retired as Director and President and Chief Executive Officer of the MHC, the Company and the Bank and as Secretary of the Bank, effective November 30, 2023. Under the Agreement, Mr. Coccaro will receive a $150,000 cash bonus for 2023 and the benefits set forth in Section 4(e)(i) of his employment agreement. Pursuant to the Agreement, upon the effective date of Mr. Coccaro’s resignation, Mr. Coccaro will be appointed as an advisory director to the Bank. Mr. Coccaro will not be eligible to receive any cash compensation for his services as an advisory director; however, so long as Mr. Coccaro is serving as an advisory director, he will be eligible to receive equity consideration, as determined by the Board of Directors of the Company, and all non-vested equity awards previously granted to Mr. Coccaro under the Bogota Financial Corp. 2021 Equity Incentive Plan will continue to vest in accordance with the schedules set forth in the applicable award agreements. In addition, provided Mr. Coccaro timely elects continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”), the Bank will reimburse the costs of Mr. Coccaro’s COBRA premiums for a period of up to eighteen (18) consecutive months, or, if less, for the period he has elected COBRA coverage.
In exchange for the payments provided under the Agreement, Mr. Coccaro’s employment agreement will terminate except for certain surviving provisions including the one-year non-competition and non-solicitation provisions. In addition, the Agreement contains cooperation, non-disparagement and confidentiality provisions, and a release of claims by Mr. Coccaro. The payments to Mr. Coccaro under the Agreement are subject to reduction if Mr. Coccaro breaches these obligations.
The foregoing summary is qualified in its entirety by the full text of the Agreement, a copy of which is enclosed as Exhibit 10.1 hereto and incorporated herein by reference.
Appointment of Kevin Pace as Director and President and Chief Executive Officer
The MHC, the Company and the Bank have appointed Kevin Pace, who currently serves as Executive Vice President and Chief Risk Officer of the MHC, the Company and the Bank and a member of the Board of Directors of the Bank, as President and Chief Executive Officer of the MHC, the Company and the Bank, effective November 30, 2023 and a member of the Boards of Directors of the MHC and the Company. Mr. Pace, age 44, has been the Executive Vice President and Chief Risk Officer since 2020. Prior to the appointment, Mr. Pace had served as Executive Vice President of Compliance and BSA since 2018. Prior to that, Mr. Pace had served in various banking positions at the Bank since 2013.
In connection with the foregoing, no material plan, contract or arrangement between Mr. Pace and the MHC, the Company or the Bank was entered into or materially amended nor was any grant or award made or modified under any such plan, contract or arrangement. Mr. Pace is not a party to any transaction with the MHC, the Company or the Bank that would require disclosure under Item 404(a) of the Securities and Exchange Commission Regulation S-K.
On November 29, 2023, the Company issued a press release discussing the above changes. A full text of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (a) | Financial Statements of Businesses Acquired. Not applicable. |
| (b) | Pro Forma Financial Information. Not applicable. |
| (c) | Shell Company Transactions. Not applicable. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 10.1 | Resignation and Separation Agreement and Release of Claims with Joseph Coccaro, dated November 29, 2023. | |
| 99.1 | Press release dated November 29, 2023. | |
| 104 | Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101). | |
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.
| BOGOTA FINANCIAL CORP. | ||||||
| DATE: November 29, 2023 | By: | /s/ Brian McCourt | ||||
| Brian McCourt | ||||||
| Executive Vice President and Chief Financial Officer | ||||||