Article 5.02 Departure of directors or certain officers; Election of directors; Appointment of certain leaders; Compensatory provisions of certain executives.
Retirement of a Director and Appointment to the EFSC Board of Directors
In accordance with the retirement policy of the Board of Directors (the “Board”) of
Corporate financial services company (the “Company”), Ms. Judith S.Heetercurrent board member, informed the board that she would be stepping down from the board and not standing for re-election as a board member. Ms Heeter the retirement will take effect at the Company’s 2022 annual meeting of shareholders (the “Annual Meeting”). Ms Heeter currently serves as Chairman of the Appointments and Governance Committee of the board of directors and as a member of the executive and risk committees of the board of directors, and will leave these functions when she leaves the board of directors.
At March 8, 2022as part of its constant efforts to increase the skills and experience of its directors, the Board has appointed Stephen P. Marsh and Daniel A. Rodrigues to the blackboard. Each of Messrs. Marsh and Rodrigues was nominated by the Appointments and Governance Committee after a thorough review of all backgrounds, relevant experience and the professional and personal reputation of the candidates. Each director will serve until the annual meeting (when proposed for re-election by the shareholders of the Company). The Board is in the process of evaluating committee assignments for Messrs. Marsh and Rodrigues. As compensation for their services on the Board, Messrs. Marsh and Rodrigues will receive the Company’s standard compensation for non-employee directors, which is described under the heading “Compensation of Directors” in the Company’s definitive proxy statement relating to the Company’s 2021 annual meeting. shareholders, filed with the Security and Exchange Commission to
March 17, 2021. As part of the appointment of Messrs. Marsh and Rodrigues to the Board and pursuant to amended and restated bylaws of the Corporation, the Board has increased the number of directors from thirteen (13) to fifteen (15). following Ms Heeter upon retirement and in accordance with the amended and restated by-laws of the Corporation, the Board will reduce the number of directors from fifteen (15) to fourteen (14) effective at the annual meeting.
Stephen P. Marsh was chairman and director of the Company’s banking subsidiary, Corporate banking and trust (“EB&T”), since 2008. Mr. Marsh previously served as Executive Vice President, President and Chief Executive Officer of EB&T from 2008 to 2014; and Executive Vice President, President and Credit Manager from 2014 until his retirement in April 2016. Mr. Marsh also served as President of EB&T from 2006 to 2008 and President of Commercial Banking at EB&T from 2003 to 2006. Prior to joining EB&T, Mr. Marsh served as president and chief loan officer of South West Bank from 1992 to 2003. Mr. Marsh
sits on the board of directors and the finance committee of Loyola Academy and previously served on the board of St. Joseph’s institute for the deaf, Unit Health Services and the University Planning Commission.
Daniel A. Rodrigues has been an executive partner at Hidden Creek Equity since
February 2019. Mr Rodrigues has also been a member of the EB&T Board of Directors and a member of the EB&T Operations and Technology Committee since May 2016. Previously, Mr Rodrigues served as Vice President and General Manager of KLX Aerospace Solutions from May 2016 for April 2017. Mr Rodrigues also previously served as chief operating officer for Herndon Products, Inc. from
January 2008 for May 2016. Mr Rodrigues is also Executive Chairman of
JGB Enterprises, Inc. and sits on the Dean Parks College Advisory Council.
There are no transactions that should be reported under Regulation SK Section 404(a), and there are no arrangements or understandings between any of the newly appointed directors and any other person under which one of the newly appointed directors has been appointed. to sit on the Board.
Section 7.01 Disclosure of FD Rules.
At March 8, 2022 the company issued a press release announcing the appointments of Messrs. Marsh and Rodrigues to the Board of Directors, as set forth in Section 5.02 of this Current Report on Form 8-K. A copy of this press
news release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 7.01 of this Current Report on Form 8-K, including the attached Exhibit 99.1, is provided under Item 7.01 of this Form 8-K and is not deemed to be filed for purposes of Section 18 of the Stock Exchange. Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the obligations of this section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or of the Exchange Act, unless expressly stated by specific reference in such filing.
Item 9.01 Financial statements and supporting documents.
99.1 Press Release of the March 8, 2022 . 104 The cover page of this current report on Form 8-K, formatted in Inline XBRL.
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