Seneca Bancorp, Inc. 8-K

What Happened
Seneca Bancorp, Inc. (and its bank subsidiary Seneca Savings Bank, N.A.) announced that Executive Vice President and Chief Financial Officer Vincent Fazio will retire effective June 30, 2026. Mr. Fazio will remain on the Company and Bank boards and serve as a consultant to the Bank for 12 months beginning July 1, 2026 (up to 10 hours/month). Angela Krezmer (age 40) was appointed Executive Vice President and Chief Financial Officer effective July 1, 2026. Angelo Testani was appointed Executive Vice President and Chief Banking Officer (effective May 29, 2026). The Bank also amended and restated the CEO Joseph Vitale’s employment agreement effective May 29, 2026.

Key Details

• Vincent Fazio consulting: $1,000/month for up to 10 hours; $100 per additional hour; consulting term July 1, 2026–June 30, 2027. His employment agreement ends on the retirement date. The Bank increased his supplemental early retirement benefit to $15,000 effective upon retirement.
• New CFO Angela Krezmer employment: effective July 1, 2026; initial term through Dec 31, 2028; base salary $220,000; eligible for bonus and benefits; standard severance and COBRA reimbursement provisions apply.
• Angelo Testani employment: promoted to Executive VP & Chief Banking Officer effective May 29, 2026; base salary $201,375; initial term through Dec 31, 2028; similar severance/benefit terms.
• Severance highlights: for involuntary terminations (other than for cause) or resignations for “good reason,” executives receive Accrued Obligations plus at least 12 months’ base salary (or remaining term if greater) and up to 18 months COBRA reimbursement; on a change in control the severance equals three times base + highest annual cash bonus and 36 months COBRA premium payment. Employment agreements include one-year non‑compete/non‑solicit restrictions on post-termination (except after a change in control terms apply).

Why It Matters
This 8-K shows a planned and disclosed leadership transition at the finance and banking officer levels, with the long-time CFO transitioning to a limited consulting role while staying on the boards. Investors should note the continuity steps (board retention, consulting) and the contractual protections and costs: new executive salaries, enhanced retirement benefit for the outgoing CFO, and potential severance obligations (including enhanced payouts on a change in control). These items can affect near-term compensation expense and define management continuity and governance going forward.