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): January 27, 2015

 

 

XENITH BANKSHARES, INC.

(Exact name of Registrant as specified in charter)

 

 

 

Virginia   000-53380   80-0229922

(State or other jurisdiction

of incorporation)

 

(Commission File

Number)

 

(IRS Employer

Identification No.)

One James Center, 901 E. Cary Street, Suite 1700

Richmond, Virginia

  23219
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (804) 433-2200

N/A

(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 (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ 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))

 

 

 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Restricted Stock Awards. On January 27, 2015, the Governance and Compensation Committee (the “G&C Committee”) of the Board of Directors (the “Board”) of Xenith Bankshares Inc. (the “Company”) recommended for approval of the Board with respect to T. Gaylon Layfield, III, the Company’s President and Chief Executive Officer, and approved with respect to the other executive officers, the grant of shares of restricted stock under the Xenith Bankshares, Inc. 2012 Stock Incentive Plan, as amended and restated (which was approved by the Company’s shareholders on May 1, 2014), in the amounts indicated below:

 

Name

   Shares of
Restricted Stock
 

T. Gaylon Layfield, III

     10,000   

Thomas W. Osgood

     4,000   

Ronald E. Davis

     4,000   

Wellington W. Cottrell, III

     4,000   

The Board approved the grant of shares of restricted stock to Mr. Layfield on January 28, 2015.

The restricted stock awards vest in the number of whole shares that most nearly equals (but does not exceed) one-third of the shares on each of the first and second anniversaries of the date of grant. The remaining restricted stock vests on the third anniversary of the date of grant.

The form of restricted stock agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 29, 2013.

2014 Annual Incentive Awards. On January 27, 2015, the G&C Committee recommended for approval of the Board with respect to Mr. Layfield and approved with respect to the other executive officers, awards for 2014 under the Company’s 2014 annual incentive plan, payable in cash unless the participant elected to take all or a portion of his incentive award in shares of Company common stock or stock units, in the amounts indicated below:

 

Name

   Annual
Incentive Award
 

T. Gaylon Layfield, III

   $ 84,500   

Thomas W. Osgood

   $ 58,749   

Ronald E. Davis

   $ 54,230   

Wellington W. Cottrell, III

   $ 58,749   

The Board approved the annual incentive award to Mr. Layfield on January 28, 2015.

 

- 2 -


Salary Increases. On January 27, 2015, the G&C Committee recommended for approval of the Board with respect to Mr. Layfield and approved with respect to the other executive officers, base salary increases, effective January 1, 2015, in the amounts indicated below:

 

Name

   2014
Base Salary
     2015
Base Salary
 

T. Gaylon Layfield, III

   $ 260,000.00       $ 274,999.92   

Thomas W. Osgood

   $ 241,020.00       $ 247,025.04   

Ronald E. Davis

   $ 241,020.00       $ 247,025.04   

Wellington W. Cottrell, III

   $ 241,020.00       $ 247,025.04   

The Board approved the base salary increase for Mr. Layfield on January 28, 2015.

2015 Annual Incentive Plan. On January 27, 2015, the G&C Committee approved an annual incentive plan applicable to the Company’s named executive officers and certain other key employees (the “2015 Incentive Plan”). On January 28, 2015, the Board approved Mr. Layfield’s annual incentive award opportunities.

The 2015 Incentive Plan is intended to reward each participant based on the attainment of a financial performance goal tied to 2015 pre-tax net income, which is weighted at 75% of any potential incentive award. In addition, individual performance ratings, which are based on annual management objectives set forth by the Chief Executive Officer in the case of all participants other than the Chief Executive Officer and by the G&C Committee in the case of the Chief Executive Officer, are weighted at 25% of any potential incentive award.

Before any incentive awards can be earned, however, the pre-tax net income goal must be achieved at the threshold level and the Company’s subsidiary, Xenith Bank, must have an acceptable rating, as determined by the G&C Committee, from the Federal Reserve Bank of Richmond. The G&C Committee will make the final determination of and approve any incentive awards made under the 2015 Incentive Plan based on the recommendation of the Chief Executive Officer in the case of all participants other than the Chief Executive Officer.

The annual incentive award opportunities set forth below are available under the 2015 Incentive Plan for the following executive officers:

 

Name

   Opportunity as % of 2015 Base Salary  
   Threshold     Target     Superior  

T. Gaylon Layfield, III

     25.0     50.0     75.0

Thomas W. Osgood

     17.5     35.0     52.5

Ronald E. Davis

     17.5     35.0     52.5

Wellington W. Cottrell, III

     17.5     35.0     52.5

Incentive awards earned at the threshold or target levels will be paid in cash unless a participant elects to take all or a portion of his or her incentive award in shares of Company common stock or stock units; however, to promote greater long-term alignment with shareholder interests and to meet stock ownership guidelines, any incentive awards earned above the target level will be paid in the form of shares of Company common stock or restricted stock units. Restricted stock units will be deferred for two years and will be non-forfeitable from the date of grant.

 

- 3 -


SIGNATURE

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.

Date: February 2, 2015

 

XENITH BANKSHARES, INC.
By:  

/s/ Thomas W. Osgood

  Thomas W. Osgood
  Executive Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer

 

- 4 -