Tri-County Financial Group, Inc. 8-K

What Happened Tri-County Financial Group, Inc. (TYFG) announced leadership and contract updates after Timothy McConville’s retirement. On October 30, 2025, Kirk Ross was appointed President and Chief Executive Officer of the Company and its subsidiary First State Bank; Ross had served as President & CEO of the Bank since 2024. On December 29, 2025, the Company and Bank executed Amended and Restated Employment Agreements for Ross and for Lana J. Eddy (Chief Financial Officer and Cashier of the Bank), effective January 1, 2026.

Key Details

• Ross employment term: Initial two-year term as President & CEO (Company and Bank) effective Jan 1, 2026, with an automatic one‑day extension each day so the term remains two years.
• Ross severance: If terminated without cause or for good reason (not due to death/disability) and he signs a release, Ross is entitled to a lump sum payment equal to 200% of his base salary. Agreement includes a 280G cutback provision.
• Eddy employment term: Initial two‑year term as Bank CFO and Cashier effective Jan 1, 2026, with the same rolling one‑day extension structure.
• Eddy severance: If terminated without cause or for good reason (not due to death/disability) and she signs a release, Eddy is entitled to a lump sum payment equal to 100% of her base salary. Agreement includes a 280G cutback provision.
• Both agreements provide for an annual base salary (subject to review), eligibility for discretionary annual performance bonuses, and participation in benefit plans for similarly situated employees.

Why It Matters These filings establish formal, multi‑year employment arrangements for the company’s top executives, clarifying leadership succession and setting compensation and severance terms. The severance commitments (200% for the CEO and 100% for the CFO) represent potential future cash obligations if either executive is terminated without cause, and the inclusion of 280G cutback language addresses potential excess parachute payment tax issues. Investors should note the leadership continuity and the contractual cost exposures but the agreements do not disclose specific base salary amounts or immediate cash impacts.