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8_kerq4_2022_PAO
0001458412 FALSE 0001458412 2023-02-17 2023-02-17
 
 
 
 
 
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
February 17, 2023
 
Date of Report (date of earliest event reported)
CROSSFIRST BANKSHARES, INC.
 
(Exact name of registrant as specified in its charter)
Kansas
001-39028
26-3212879
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
11440 Tomahawk Creek Parkway
Leawood
Kansas
(Address of Principal Executive Offices)
66211
(Zip Code)
(
913
)
901-4516
 
Registrant's telephone number, including area code
N/A
(Former name or former address, if changed since last report.)
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 (see General Instruction A.2. below):
☐
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 class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
CFB
The Nasdaq Stock Market LLC
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
On February
 
17, 2023,
 
the Board
 
of Directors
 
of CrossFirst
 
Bankshares, Inc.
 
(the “Company”),
 
the bank
 
holding company
 
for CrossFirst
Bank (the “Bank”), appointed Michael J.
 
Daley, Chief Accounting Officer of the Company and the Bank,
 
as principal accounting officer of
the
 
Company,
 
to
 
become
 
effective
 
immediately
 
following
 
the
 
filing
 
of
 
the
 
Company’s
 
annual
 
report
 
on
 
Form
 
10-K
 
for
 
the
 
year
 
ended
December
 
31,
 
2022.
 
Benjamin
 
Clouse,
 
Chief
 
Financial
 
Officer
 
of
 
the
 
Company
 
and
 
the
 
Bank,
 
currently
 
serves
 
as
 
principal
 
financial
officer
 
and
 
principal
 
accounting
 
officer
 
of
 
the
 
Company.
 
Mr.
 
Clouse
 
will
 
continue
 
to
 
serve
 
as
 
principal
 
accounting
 
officer
 
until
 
Mr.
Daley’s appointment
 
becomes effective
 
at which
 
time Mr.
 
Clouse will
 
cease serving
 
as principal
 
accounting officer
 
and continue
 
only as
principal financial officer.
Mr. Daley, 40,
 
joined the Company
 
and the Bank
 
as Chief Accounting Officer
 
in January 2023.
 
Prior to joining
 
the Company, Mr.
 
Daley
was Vice
 
President,
 
Chief Accounting
 
Officer,
 
at Waddell
 
&
 
Reed
 
Financial,
 
Inc.
 
from April
 
2018
 
to
 
December
 
2022.
 
Prior
 
to
 
joining
Waddell,
 
Mr.
 
Daley
 
served
 
in
 
various
 
roles
 
at
 
National
 
Bank
 
Holdings
 
Corporation
 
from
 
September
 
2011
 
to April
 
2018,
 
departing
 
as
Senior Vice
 
President,
 
Chief Accounting
 
Officer &
 
Controller.
 
Prior to
 
that, he
 
served in
 
various roles
 
in the
 
audit practice
 
of Deloitte,
LLP for approximately six
 
years.
 
Mr. Daley has been
 
previously licensed as
 
a Certified Public Accountant
 
and previously designated
 
as a
FINRA Series 27 Financial and
 
Operations Principal license
 
holder.
 
Mr. Daley received
 
a Bachelor of Science
 
in Finance and Accounting
from the University of Nebraska.
Mr. Daley will continue
 
to participate in
 
the Company’s management
 
incentive compensation program
 
and be eligible
 
to participate in
 
the
Company’s 401(k)
 
plan, health
 
plans and
 
other benefits
 
on the
 
same terms
 
as all
 
other Company
 
employees. There
 
is no
 
arrangement or
understanding between
 
Mr. Daley
 
and any
 
other persons
 
pursuant to
 
which he
 
was appointed
 
as principal
 
accounting officer,
 
and there
 
is
no
 
family
 
relationship
 
between
 
Mr.
 
Daley
 
and
 
any
 
directors
 
or
 
executive
 
officers
 
of
 
the
 
Company.
 
Mr.
 
Daley
 
has
 
no
 
direct
 
or
 
indirect
material interest
 
in any
 
transaction required
 
to be
 
disclosed pursuant
 
to Item
 
404(a) of
 
Regulation S-K.
 
Additionally, Mr.
 
Daley does
 
not
have an employment agreement with the Company.
 
 
SIGNATURE
Pursuant
 
to
 
the requirements
 
of
 
the Securities
 
and
 
Exchange Act
 
of 1934,
 
the Registrant
 
has
 
duly
 
caused
 
this report
 
to be
 
signed
 
on its
behalf by the undersigned hereunto duly authorized.
Date:
February 22, 2023
CROSSFIRST BANKSHARES, INC.
 
 
 
 
 
 
 
By:
/s/ Benjamin R. Clouse
 
 
 
 
Benjamin R. Clouse
Chief Financial Officer