0001018399FALSE00010183992024-09-172024-09-17

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): September 18, 2024 (September 17, 2024)
  
ENTERPRISE BANCORP, INC.
(Exact name of registrant as specified in charter)
 
     
Massachusetts 001-33912 04-3308902
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
 
 
222 Merrimack Street  
Lowell,Massachusetts 01852
(Address of principal executive offices) (Zip Code)
 
(978)459-9000
(Registrant’s telephone number, including area code)
 
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:
 
☐            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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareEBTCNASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐  



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

(b) Departure of Stephen J. Irish as Chief Operating Officer

On September 17, 2024, Mr. Stephen J. Irish, the Chief Operating Officer of Enterprise Bank & Trust Company (the “Bank”), the wholly-owned banking subsidiary of Enterprise Bancorp, Inc. (the “Company”), notified the Board of Directors of the Bank of his decision to resign as Chief Operating Officer of the Bank on October 7, 2024 and transition to the role of Technology and Operations Advisor until his retirement on March 31, 2025. On September 17, 2024, the Board of Directors of the Bank voted to accept the voluntary resignation of Mr. Irish. Mr. Irish’s resignation as Chief Operating Officer of the Bank and his transition to the role of Technology and Operations Advisor will occur on October 7, 2024.
Mr. Irish has been with the Bank since 1988. Mr. Irish served as Managing Director, Wealth Management and Chief Operating Officer from May 2017 until March 2023 followed by Senior Managing Director of Wealth and Chief Operating Officer until May 2024 when he continued only in his role of Chief Operating Officer. Mr. Irish’s resignation did not relate to any disagreement on matters related to the Company’s operations, policies or practices or any other matter, and Mr. Irish was not aware of any deficiencies in financial or operating controls at the time of his resignation.
The Company and the Bank are deeply appreciative of Mr. Irish for his 36 years of dedicated service and contributions to the organization.

(c) Appointment of Brian M. Collins as Chief Operating Officer

On September 17, 2024, the Board of Directors of the Bank appointed Mr. Brian M. Collins to serve as the Chief Operating Officer of the Bank, effective upon October 7, 2024.
Mr. Collins, age 47, has been serving as the Chief Digital and Operations Officer of the Bank since March 2021. Prior to that time, Mr. Collins served as Director of Operations of the Bank since 2014. Mr. Collins began his career with the Bank in 1999 as a Leadership Development Program Participant after graduating with a Bachelor of Science in Management from Suffolk University and has held leadership positions in the Treasury Management, Customer Service Center, and eBanking departments of the Bank. Mr. Collins received his Master of Business Administration with a concentration in Strategy and Business Analysis from Boston University.
There is no family relationship between Mr. Collins and any other director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer.


There are no transactions between the Company and Mr. Collins that are reportable pursuant to Item 404(a) of Regulation S-K.

(e) Amendment to Supplemental Executive Retirement and Deferred Compensation Plan 2024     Addendum.

At a meeting held on September 17, 2024, the Company’s Board of Directors, on the recommendation of the Compensation and Human Resources Committee, approved an Amendment No. 1 (the “Amendment”) to the Enterprise Bank Supplemental Executive Retirement and Deferred Compensation Plan (the “SERP”) 2024 Addendum (the “2024 SERP Addendum”). The changes contained in the Amendment to the 2024 SERP Addendum are limited to updating the participants of the SERP in response to certain retirements and advancements occurring during the year, including, but not limited to, the retirement of Mr. Irish and the appointment of Mr. Collins, as described above.
The approval of the Amendment by the Company’s Board of Directors includes the approval of service-based and performance-based contributions for certain of the officers and employees of the Company and the Bank, including Mr. Collins, the Bank’s Chief Operating Officer, Mr. Irish, the Bank’s Technology and Operations Advisor, and Mr. Joseph R. Lussier, the Company’s Chief Financial Officer and Treasurer. The contributions under the SERP for the plan year ending December 31, 2024 will be made on or before March 15, 2025 and will be as outlined below.
Mr. Irish, in his capacity as Technology and Operations Advisor of the Bank, will receive a service-based contribution of $18,000. Mr. Collins, in his capacity as the Bank’s Chief Operating Officer, will receive a service-based contribution of $7,000. The previously-announced SERP contribution for Mr. Lussier, in his capacity as the Company’s Chief Financial Officer and Treasurer, was not impacted by the Amendment. Messrs. Collins, Irish and Lussier will each be eligible to receive an additional performance-based contribution outlined below based on the following criteria for the year ending December 31, 2024:
0%25%50%75%100% (Target)125%150%
Income Metric:31.737.042.447.763.066.269.4
Contribution Amount:$0$1,750$3,500$5,250$7,000$14,000$21,000

“Income” is defined in the Amendment to the 2024 SERP Addendum as pre-tax income excluding income taxes, variable compensation plan expense, the provision for credit losses, the change in market value of equity securities (in the Bank’s investment portfolio), gains and losses on sales of bonds, and any other non-recurring or non-core operating income or expense such as but not limited to gains or losses on the sale of other real estate owned, derivatives, and bank owned life insurance. A favorable or unfavorable variance


to budget for the provision for credit losses expense will be applied to the “Income” performance factor at 50% of the variance.
The foregoing description is a summary of the SERP, the 2024 SERP Addendum, and the Amendment to the 2024 SERP Addendum and is qualified in its entirety by reference to the copy of the SERP filed as Exhibit 10.15.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (“SEC”) on March 8, 2024, the description of the 2024 SERP Addendum contained in the Company’s Current Report on Form 8-K filed with the SEC on March 22, 2024, the copy of the 2024 SERP Addendum filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 22, 2024, and the copy of the Amendment to the 2024 SERP Addendum that is attached as Exhibit 10.1 to this Current Report on Form on 8-K, and is hereby incorporated by reference to this Current Report on Form 8-K.

Item 9.01.Financial Statements and Exhibits.
(c)The following exhibits are included with this Current Report on Form 8-K:



[Remainder of Page Intentionally Blank]



















Signatures

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.
ENTERPRISE BANCORP, INC.
Date: September 18, 2024By:/s/ Joseph R. Lussier
Joseph R. Lussier
Executive Vice President, Treasurer and Chief Financial Officer








Exhibit 10.1

Enterprise Bank Supplemental Executive Retirement and Deferred Compensation Plan
2024 Addendum - AMENDED

This Amendment No. 1 to the 2024 Addendum to the Enterprise Bank Supplemental Executive Retirement and Deferred Compensation Plan (the "Plan") is effective for the Plan year commencing on January 1, 2024 (the "2024 Plan Year") and is intended to set forth certain provisions of the Plan that are determined at the discretion of the Compensation and Human Resources Committee of the Enterprise Bank and Trust Company Board of Directors (the "Compensation and Human Resources Committee"). Plan eligibility and Plan contributions will be reviewed annually by the Compensation and Human Resources Committee.

Plan Eligibility
The individuals with the titles noted below as of October 7, 2024 will be eligible for Plan contributions.

Employer Plan Contribution
Plan contributions will be made annually on or before March 15 of the year following the plan year and will be as follows for 2024:

Service Based Contributions
A service-based contribution of $7,000 will be made for the following for 2024:

•Chief Commercial Lending Officer
•Construction Lending Director
•Chief Risk Officer
•Chief Banking Officer
•NH Community Banking and Lending Director
•Chief Sales, Community and Customer Relationship Officer
•Chief Human Resources Officer
•Regional Commercial Lending Director
•Chief Financial Officer & Treasurer
•Chief Information Officer
•Chief Operating Officer

A service-based contribution of $18,000 will be made for the following individual for 2024:

•Technology and Operations Advisor


Performance Based Contributions
The participants will each receive an additional contribution based on the performance of the Income metric in the 2024 Variable Compensation Incentive Plan:
0%
25%
50%

75%
100% (Target)
125%
150%
Income Metric*
31.7
37.0
42.4
47.7
63.0
66.2
69.4
Contribution Amount:
$0
$1,750
$3,500
$5,250
$7,000
$14,000
$21,000

(1) Income is defined as pre-tax income excluding income taxes, variable compensation plan expense, the provision for credit losses, the change in market value of equity securities (bank portfolio), gains and losses on sales of bonds, and any other non-recurring or non-core operating income or expense such as but not limited to gains or losses on other real estate owned, derivatives and bank owned life insurance.





Scorecard Adjustor for the Provision for Credit Losses:
A favorable or unfavorable variance to budget for the Provision for Credit Losses expense will be applied to the Income performance factor at 50% of the variance. For example, if the Provision for Credit Losses is favorable or unfavorable to budget by $1.0 million, the Income performance factor results would be increased or decreased by $500 thousand.

Scorecard Calculation Information:
The scorecard will be calculated using a precise payout level based on actual performance between levels. For example, if the Bank’s unadjusted Income result is $50.0M and the Provision for Credit Losses is $1.0M favorable to budget, the final Income result will be adjusted to $50.5M ($50.00M + 50% x $1.00M) and the Income performance metric would be adjusted to 80%. If the Provision for Credit Losses is $2.00M unfavorable to budget, the final Income result will be adjusted to $49.0M ($50.0M – 50% x $2.0M) and the Income performance metric would be adjusted to 77%.
-2-
v3.24.3
Cover
Sep. 17, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Sep. 17, 2024
Entity Registrant Name ENTERPRISE BANCORP, INC.
Entity Incorporation, State or Country Code MA
Entity File Number 001-33912
Entity Tax Identification Number 04-3308902
Entity Address, Address Line One 222 Merrimack Street
Entity Address, State or Province MA
Entity Address, Postal Zip Code 01852
Entity Address, City or Town Lowell,
City Area Code (978)
Local Phone Number 459-9000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value per share
Trading Symbol EBTC
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001018399
Amendment Flag false
Grafico Azioni Enterprise Bancorp (NASDAQ:EBTC)
Storico
Da Gen 2025 a Feb 2025 Clicca qui per i Grafici di Enterprise Bancorp
Grafico Azioni Enterprise Bancorp (NASDAQ:EBTC)
Storico
Da Feb 2024 a Feb 2025 Clicca qui per i Grafici di Enterprise Bancorp