Item 5.02.
Departure
of
Directors
or
Certain
Officers;
Election
of
Directors;
Appointment
of
Certain
Officers;
Compensatory Arrangements of Certain Officers
On June 8, 2022, CrossFirst Bankshares, Inc. (the “Company”), the bank holding
company for CrossFirst Bank (the “Bank”),
announced the promotion of W. Randall Rapp, the Bank's current Chief Risk and Credit Officer,
to the position of President of the Bank, to
be effective July 1, 2022.
In his new role, Mr. Rapp will have overarching responsibility for production,
credit, operations, risk and
technology of the Bank, and he will report to the Chief Executive Officer of
the Bank and the Company.
In connection with his
promotion, Mr. Rapp will relinquish the position of Chief Risk and Credit Officer
of the Bank.
With this promotion, the roles of President
and Chief Executive Officer of the Bank, currently held by Michael J. Maddox,
will be split, and Mr. Maddox with continue as the Chief
Executive Officer of the Bank and President and Chief Executive Officer
of the Company.
Mr. Rapp, 57, has served as the Chief Risk and Credit Officer for the Bank since April 2021, and prior to that served as Chief
Credit Officer of the Bank since April 2019.
Prior to joining the Bank, Mr. Rapp held various positions at Texas Capital Bank, N.A. from
March 2000 until March 2019, including serving as Executive Vice President and Chief
Credit Officer from May 2015 until March 2019,
and as a Senior Credit Officer from 2013 until May 2015.
He has more than three decades of commercial banking experience, most of
which has been spent in credit management for private and public banks in
the Dallas/Fort Worth metroplex.
There is no arrangement or understanding between Mr. Rapp and any other
persons pursuant to which he was appointed as the
Company's President, and there is no family relationship between Mr. Rapp
and any directors or executive officers of the Company. Mr.
Rapp has no direct or indirect material interest in any transaction required
to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with his promotion, effective June 1, 2022, Mr. Rapp’s annual
base salary was increased to $410,000, and his
incentive award opportunity under the Company's Annual Incentive Plan was increased from 40% of his base salary
to 50% of his base
salary, with a maximum stretch opportunity up to 75% of base salary, for the 2022 plan
year and beyond. Mr. Rapp also received a $10,000
cash promotion bonus.
In addition, on July 1, 2022, Mr. Rapp will receive equity awards under the Company's
Long Term Incentive Plan
consisting of (i) 5,000 time-based restricted stock units that vest ratably
in annual increments over three years and (ii) 5,000 stock
appreciation rights that vest ratably in annual increments over seven years
with a grant date fair value based on the date of the award.
For
awards granted under the Company's Long Term Incentive Plan after 2022, Mr. Rapp's
long term incentive opportunity will remain at 40%
of his base salary.
The foregoing compensation arrangements will be reflected in an amendment
and restatement of Mr. Rapp's previously
disclosed existing employment agreement with the Company.
Except for the foregoing changes and changes to reflect Mr. Rapp's new
title, the other materials terms of Mr. Rapp's existing employment agreement will remain
unchanged.
The foregoing summary of the terms of Mr. Rapp’s amended and restated employment
agreement is not complete and is qualified
in its entirety by the full text of the amended and restated employment agreement
that the Company and Mr. Rapp will enter into, a copy of
which will be filed by the Company in a subsequent periodic report with the Securities and
Exchange Commission.
Item 7.01.
Regulation FD Disclosure.
The full text of the press release announcing Mr. Rapp’s appointment
is attached as Exhibit 99.1 to this Current Report on Form
8-K and incorporated by reference int of this Item 7.01.
The information set forth in this Item 7.01, including Exhibit 99.1, is being
“furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the
“Exchange Act”), or incorporated by reference in any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as
expressly set forth by specific reference in such filing.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
99.1
104
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