PCB Bancorp Amends CEO Employment Agreement; Salary $550K

What Happened

• PCB Bancorp (and its bank subsidiary PCB Bank) announced an Amended and Restated Employment Agreement with CEO Henry H. Kim, effective January 1, 2027, replacing his prior agreement. The new term runs from Jan 1, 2027 through Dec 31, 2031, unless earlier terminated or extended.

Key Details

• Base salary: $550,000 annually, subject to annual review by independent board members.
• Annual cash incentive: eligible for 0%–100% of base salary, amount and targets set by independent board members.
• Equity grant: proposed 25,000 restricted common shares vesting in five equal annual installments of 5,000 shares on Dec 31 of 2027–2031 (subject to Compensation Committee approval and plan share availability).
• Benefits & perks: $3,000/month auto allowance (or company car), 25 days paid time off per year, club memberships, and participation in senior executive benefit plans.
• Severance and change-in-control: upon separation and execution of a release, lump-sum cash equal to 100% of base salary if terminated for Cause or on resignation, 150% if terminated without Cause, plus 12 months COBRA reimbursement; if a Change in Control is followed by separation, cash = 200% of base salary (i.e., $1.1M at current base), 12 months COBRA reimbursement, and full accelerated vesting of the 25,000-share award.
• Other provisions: confidentiality, non-disparagement, cooperation clauses; incentive compensation subject to clawback/recoupment policies; payments subject to banking regulatory limits, Section 409A and a Section 280G best-net cutback.

Why It Matters

• This filing formalizes CEO Kim’s pay and retention package through 2031, specifying fixed salary, bonus opportunity, equity awards, and multi-tiered severance that could create material cash obligations for the company (up to ~200% of base salary plus accelerated equity vesting on a change in control).
• Investors should note the timing (effective Jan 1, 2027), the potential financial exposure from severance and accelerated vesting, and that equity grants are subject to committee approval and plan share availability.