{"url_path":"/sec/snnf/8-k/2026-06-04/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-04","source_url":"https://www.sec.gov/Archives/edgar/data/2072421/0000943374-26-000221-index.html","accession_number":"0000943374-26-000221","cik":"0002072421","ticker":"SNNF","issuer_name":"Seneca Bancorp, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2072421/0000943374-26-000221-index.html","primary_entity_key":"0002072421","primary_entity_name":"Seneca Bancorp, Inc."},"word_count":1512,"has_tables":true,"body_markdown":"Item 5.02\n\nDeparture of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers\n\nOn May 29, 2026, Vincent Fazio notified Seneca Bancorp, Inc. (the “Company”) and its bank subsidiary, Seneca Savings Bank, National\nAssociation (the “Bank”), that he intends to retire as the Company’s and the Bank’s Executive Vice President and Chief Financial Officer effective at the close of business on June 30, 2026.  Following his retirement, Mr. Fazio will continue to serve\nas a member of the boards of directors of the Company and the Bank and as a consultant to the Bank for a period of 12 months to assist with the transition of his successor.\n\nIn connection with Mr. Fazio’s retirement, he and the Bank have entered into a Retirement and Consulting Agreement (the “Consulting\nAgreement”).  The Consulting Agreement provides that Mr. Fazio will retire as Executive Vice President and Chief Financial Officer of the Company and the Bank effective June 30, 2026 (the “Retirement Date”), and effective as of the Retirement Date,\nMr. Fazio’s employment agreement with the Company and the Bank will terminate.\n\nPursuant to the Consulting Agreement, Mr. Fazio will render consulting services to the Bank beginning on July 1, 2026, and continuing\nthrough June 30, 2027.  He will be reasonably available to the Bank for up to 10 hours per month to consult on Bank and Company matters.  He will not be an employee of the Company or the Bank following June 30, 2026, but rather, an independent\ncontractor.  In exchange for the consulting services and his continued availability through June 30, 2027, Mr. Fazio will be paid a monthly consulting fee of $1,000 per month, provided, that in any month during which Mr. Fazio provides more than 10\nhours of consulting services, he will receive an additional $100 per each additional hour above 10 hours during such month.\n\nFurther, in connection with Mr. Fazio’s retirement, the Bank amended the supplemental executive retirement agreement for Mr. Fazio to\nincrease the annual early retirement benefit to $15,000 effective upon the Retirement Date (the “SERP Amendment”) in recognition of Mr. Fazio’s substantial contributions to the Company and the Bank.\n\nOn May 29, 2026, the Company and the Bank appointed Angela Krezmer (age 40) to succeed Mr. Fazio as Executive Vice President and Chief\nFinancial Officer effective July 1, 2026.  Before joining the Bank, Ms. Krezmer was employed by Generations Bank and Generations Bancorp NY, Inc., Seneca Falls, New York, serving as President, Chief Executive Officer, and Chief Financial Officer\nthrough the acquisition of substantially all its assets by ESL Federal Credit Union and the related dissolution of the entities.  She was initially appointed as Chief Financial Officer of Generations Bank and Generations Bancorp NY, Inc., in June\n2021, and subsequently appointed President and Chief Executive Officer in November 2023. From June 2020 until June 2021, Ms. Krezmer served as Chief Financial Officer of Prosper Bank, Coatesville, Pennsylvania, and prior to that, Ms. Krezmer served\nfor more than a decade at Fairport Savings Bank, Fairport, New York where she held various positions including Chief Financial Officer.   There are no family relationships between Ms. Krezmer and any director or executive officer of the Company or\nthe Bank.  Ms. Krezmer is not a party to any transaction\n\nwith the Company or the Bank that would require disclosure under Item 404(a) of Securities and Exchange Commission Regulation S-K.\n\nIn addition, on May 29, 2026, the Company and the Bank appointed Angelo Testani to the position of Executive Vice President and Chief\nBanking Officer.  Prior to this appointment, Mr. Testani has served as Senior Vice President of Commercial Lending of the Company and the Bank since 2016.\n\nIn connection with the appointments of Ms. Krezmer as Executive Vice President and Chief Financial Officer and of Mr. Testani as Executive\nVice President and Chief Banking Officer, the Bank has entered into an individual employment agreement (the “Employment Agreement”) with each executive.  The Employment Agreements are effective as of July 1, 2026 for Ms. Krezmer and May 29, 2026 for\nMr. Testani.  Each Employment Agreement has an initial term through December 31, 2028.  Beginning on January 1, 2027 and continuing on each January thereafter (each a “renewal date”), the term of the Employment Agreement will automatically extend for\nan additional year unless the Bank or the executive provides notice to the other at least 30 days before the renewal date.  If a change in control occurs during the term of the Employment Agreement, the term will automatically renew so that it\nexpires no sooner than three years from the effective date of the change in control.\n\nEach Employment Agreement provides that the executive will receive an annual base salary of $220,000 for Ms. Krezmer and $201,375 for Mr.\nTestani.  The Bank’s board of directors may increase, but not decrease, the base salary at any time.  In addition to receiving a base salary, each executive will be eligible to participate in the bonus program and benefit plans made available to\nsenior management employees.\n\nIf either the executive voluntarily terminates employment without “good reason” or the Bank terminates the executive’s employment for\n“cause” (as such terms are defined in the Employment Agreements), the executive will be entitled to receive the executive’s earned but unpaid salary, unpaid expense reimbursements, accrued but unused paid time off, and vested benefits under any\nemployee benefit plan of the Bank (the “Accrued Obligations”).\n\nIf the executive’s employment involuntarily terminates for reasons other than “cause,” disability or death, or if the executive resigns for\n“good reason,” in either event other than in connection with a change in control, the executive will receive a severance payment, paid in a lump sum, equal to the Accrued\nObligations plus the base salary the executive would have received during the greater of 12 months or the remaining term of the Employment Agreement.  In addition, if the executive timely elects continued medical insurance coverage under the\nConsolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Bank will reimburse the monthly COBRA premium payments for up to 18 months.  As a condition to receive these payments and benefits, the executive must execute, and\nnot revoke, a release of claims in favor of the Bank and its affiliates.\n\nIf the executive’s employment involuntarily terminates for reasons other than “cause,” disability or death, or if the executive resigns for\n“good reason,” on or following a “change in control” (as such term is defined in the Employment Agreements), the executive will receive a\n\nseverance payment, paid in a lump sum, equal to the Accrued Obligations plus three times the sum of the executive’s base salary and highest annual cash bonus paid to or earned by the executive during the calendar year of the change in control or either of the two calendar years before the change in control.  In addition,\nthe Bank will pay a lump sum cash payment equal to the cost of the monthly premiums for COBRA coverage to maintain the executive’s similar level of coverage immediately prior to the executive’s termination multiplied by 36.\n\nShould the executive become disabled during the term of the Employment Agreement, the Bank may terminate the executive’s employment, and\nthe executive will receive the Accrued Obligations plus disability benefits, if any, provided under a long-term disability plan sponsored by the Bank.  If the executive dies while employed by the Bank, the executive’s beneficiaries will receive the\nAccrued Obligations plus the executive’s base salary for one year following the executive’s death, and, provided that the executive’s dependents timely elect continued coverage under COBRA, the Bank will provide (or reimburse) the executive’s\ndependents for the amount of the monthly COBRA premiums to maintain substantially similar coverage in effect immediately prior to the executive’s death for a period of one year following the executive’s death.\n\nUpon termination of employment (other than following a change in control), the executive must adhere to one-year non-competition and\nnon-solicitation restrictions set forth in the Employment Agreement.\n\nOn May 29, 2026, the Bank also entered into an amended and\nrestated employment agreement with Joseph Vitale, President and Chief Executive Officer of the Company and the Bank, which replaces his prior agreement.  The amended and restated employment agreement provides for a new term commencing\neffective as of May 29, 2026, and continuing through December 31, 2028. Beginning on January 1, 2027, and continuing on each January 1 thereafter (each a “renewal date”), the term will automatically extend for an additional year unless the Bank or\nthe executive provides notice to the other at least 30 days before the renewal date.  No other material changes were made that substantially differ from the prior employment agreement.\n\nThe foregoing descriptions of the Consulting Agreement, the SERP Amendment, the Employment Agreements and the amended and restated\nemployment agreement with Mr. Vitale do not purport to be complete and are qualified in their entirety by the full text of the respective documents, copies of which are attached to this Current Report on Form 8-K as Exhibits 10.1, 10.2, 10.3, 10.4\nand 10.5 and are incorporated herein by reference."}