Open report — full analysis, no account required.
Sign up to generate reports and read filings that aren't on the open list.
Get notified when SRBK files again. Create a free account and we'll email you the moment its next filing is analyzed.
Get filing alertsSR Bancorp amends executive agreements with enhanced change-in-control severance protections
Filed April 24, 2026 · Period ending April 22, 2026 · ~1 min read
Key Changes
-
high
Three executives receive enhanced change-in-control severance: 3x base salary plus average bonus (vs. standard 2x), plus 36 months healthcare costs if terminated within two years of acquisition
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
medium
Employment agreements automatically extend to at least two years post-closing if a change in control occurs, ensuring enhanced severance eligibility window
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
medium
Standard severance for qualifying terminations set at greater of remaining contract value or 2x base salary plus average bonus, with 18 months COBRA reimbursement
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
low
Base salaries set at $260,000 (Taylor), $490,000 (Pribula), and $410,000 (Orbach), with target bonus opportunities of 25%, 23%, and 20% respectively
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
Summary
SR Bancorp amended employment agreements for three executives—William Taylor, Christopher Pribula, and David Orbach—primarily to reflect recent title changes. While the amendments appear routine on their surface, they introduce significantly enhanced change-in-control protections that merit shareholder attention.
If any executive is terminated without cause or resigns for good reason within two years of an acquisition, they receive three times base salary plus average bonus (or target bonus if higher), along with 36 months of healthcare costs. This represents a 50% increase over the standard two-times severance multiplier and creates meaningful transaction costs in any future M&A scenario.
The agreements also include an automatic extension provision: if a change in control occurs, all contracts extend to at least two years post-closing, ensuring executives remain eligible for the enhanced severance throughout the critical integration period. The definition of "good reason" is broad, encompassing salary reductions, diminished authority, failure to maintain board seats, relocation beyond 20 miles, or contract breach. For a community bank like SR Bancorp, these provisions effectively increase the cost of any acquisition by the aggregate value of potential executive payouts, which shareholders should factor into their assessment of the company's strategic flexibility and attractiveness as a takeover candidate.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
SR Bancorp amended employment agreements for three executives, updating titles and compensation terms with enhanced change-in-control protections.
Added in current filing · verify on EDGAR →
On April 22, 2026, Somerset Regal Bank, the wholly-owned subsidiary of SR Bancorp, Inc., and William Taylor, Christopher Pribula and David Orbach entered into amended and restated employment agreements. The employment agreements were updated primarily to reflect the recent change in titles of certain executive officers.
The company amended employment agreements for three executives (William Taylor, Christopher Pribula, and David Orbach) primarily to reflect title changes. Taylor's agreement has a one-year term with optional extension; Pribula and Orbach have three-year terms with automatic annual renewals. All agreements automatically extend to at least two years post-closing if a change in control occurs.
Added in current filing · verify on EDGAR →
if Somerset Regal Bank terminates an executive’s employment without cause or the executive voluntary resigns for “good reason” (i.e., a “qualifying termination event”), Somerset Regal Bank will pay the executive a severance payment equal to the greater of (1) the remaining base salary and total annual bonus opportunity (based on the highest annual bonus earned during the three most recent calendar years before his date of termination) he would have received during the remaining term of the employment agreement or (2) two times the sum of the executive’s base salary and the average annual incentive bonus paid to the executive for the three most recently completed calendar years before the date of termination.
For qualifying terminations (without cause or for good reason), executives receive the greater of: (1) remaining compensation through contract term, or (2) two times base salary plus average bonus. They also receive 18 months of COBRA reimbursement.
Added in current filing · verify on EDGAR →
For purposes of the employment agreements, the term “good reason” includes (1) a material reduction in the executive’s base salary and/or aggregate incentive compensation opportunities (unless the reduction is part of a non- ... discriminatory reduction applicable to all executive officers), (2) a material reduction in the executive’s authority, duties or responsibilities, (3) the failure to re-appoint the executive to his executive position or the failure to nominate and recommend the election of the executive to the Board of Directors of SR Bancorp or to appoint or nominate and elect the executive to the Board of Directors of Somerset Regal Bank, (4) a relocation of the executive’s principal place of employment by more than twenty miles or (5) a material breach of the employment agreement by Somerset Regal Bank.
The agreements define good reason broadly to include salary/bonus reductions, diminished authority, failure to maintain board positions, relocation beyond 20 miles, or contract breach. Executives are subject to one-year non-compete and non-solicitation restrictions post-termination ($260,000, six months to two years following a change in control).
Thanks — your feedback helps us improve report quality.
Figures/quotes linked to EDGAR · Narrative written by AI · Jun 19, 2026 · How we verify