UNITED
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SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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SECURITIES EXCHANGE ACT OF 1934
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Item 5.02(d) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On and effective May 9, 2022, the Board of Directors (the “Board”) of BM Technologies, Inc. (the “Company”) unanimously adopted resolutions taking the following action:
| • | Increasing the number of directors of the Company from seven to eight; |
| • | Appointing John J. Dolan as director, who qualifies as independent within the meaning of the independent director guidelines of the NYSE American; and |
| • | Appointing Mr. Dolan to the Audit Committee of the Board as its chairperson. |
Since 2018, Mr. Dolan has served as Founder and Manager of Dolan Financial Solutions, LLC, a business strategy and financial consulting firm and loan broker. From 2015 to 2017, Mr. Dolan was the Founder and Managing Member of Dolan Finance, LLC, the general partner for Dolan Real Estate Finance, LP, a private investment fund that deals in financing short-term commercial real estate transactions. Mr. Dolan was Chairman of the Board of Directors of Atlantic Coast Financial Corporation (Nasdaq: ACFC) from 2016 until its acquisition by Ameris Bancorp in 2018. During that time, he also served as Chairman of ACFC’s Audit Committee.
From 1980 to 2011, Mr. Dolan was employed by First Commonwealth Financial Corporation (NYSE: FCF) and its predecessor (First Commonwealth) headquartered in Indiana, Pennsylvania. Mr. Dolan most recently served as the President and Chief Executive Officer of First Commonwealth after serving as its Chief Financial Officer for twenty years and was also a director from 2007 to 2011. In these roles, he helped transform First Commonwealth from a bank with $200 million in assets to a publicly traded bank holding company with $6 billion in assets.
Throughout his banking tenure, Mr. Dolan was active in industry groups such as the Financial Services Roundtable, Pennsylvania Bankers Association, and the American Bankers Association.
Mr. Dolan is an active angel investor and is experienced in economic development and assisting early-stage companies during their development. He serves on the board of directors of Pratter, Inc., an early-stage company that provides transparency to reduce healthcare costs and has served on several not-for profit boards. Mr. Dolan earned his B.S. in Business Administration with a specialization in accounting from West Liberty University.
Mr. Dolan brings to our Board extensive financial expertise and experience as the strategic and financial leader of a community bank, including raising capital, preparing financial reports, developing strong internal controls, development of executive management teams, and achieving growth through acquisitions.
As a non-employee director on the Board, Mr. Dolan will be compensated for service as a director in accordance with the Company’s Compensation of Directors policy. There are no arrangements or understandings between Mr. Dolan and any other person pursuant to which he was selected as a director. Mr. Dolan has no direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K or Item 5.02(d) of Form 8-K.
The press release issued by the Company on May 13, 2022 announcing Mr. Dolan’s appointment to the Company’s Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description | |
| 99.1 | Press Release dated May 13, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| BM Technologies, Inc. | ||
| Dated: May 13, 2022 | By: | /s/ Luvleen Sidhu |
| Luvleen Sidhu | ||
| Chief Executive Officer | ||