Beacon Financial Corporation filed a Form 8-K on November 3, 2026, disclosing an employment agreement with Sean A. Gray as President and Chief Executive Officer of the company and Beacon Bank & Trust, effective September 21, 2026.

Key Highlights

  • Annual base salary: Sean A. Gray will receive $1,000,000 per year under the agreement dated October 29, 2026.
  • Annual cash bonus target: Mr. Gray is eligible for a bonus with a target value of 75% of base salary.
  • Annual equity awards: Mr. Gray is eligible to receive annual equity awards with a grant date fair value of 105% of base salary.
  • One-time restricted stock award: Mr. Gray received a one-time restricted stock award with a grant date value of $275,000, vesting in three equal tranches on the first, second, and third anniversaries of the grant date.
  • Severance multiplier: A termination without cause or resignation for good reason entitles Mr. Gray to two times the sum of base salary and annual target bonus, rising to three times if termination occurs within 24 months of a change in control.

Employment Agreement Terms for Sean A. Gray at Beacon Financial Corporation

According to the filing, Beacon Financial Corporation (NYSE:BBT) and Beacon Bank & Trust entered into the Employment Agreement with Mr. Gray on October 29, 2026, with an effective date of September 21, 2026. The agreement governs his compensation and benefits as President and Chief Executive Officer of both the Company and the Bank. The company disclosed that for the 2026 fiscal year, Mr. Gray's bonus opportunity reflects his prior bonus opportunity for the period from January 1, 2026 to the Effective Date, combined with the bonus opportunity under the new agreement for the remainder of the fiscal year.

In the event Mr. Gray's employment is terminated without cause, or he resigns for good reason, the filing states he is entitled, subject to the effectiveness of a separation agreement and release, to: a cash amount equal to two times the sum of his base salary and annual target bonus (less any accelerated portion of a retention bonus from a prior agreement); accelerated vesting of outstanding equity awards; continuation of health insurance for up to 24 months; and continuation of life and disability coverage for 24 months following termination. The filing further discloses that if such termination occurs within 24 months following a change in control of the Company, the cash severance amount increases to three times the sum of base salary and annual target bonus.

The filing noted that the description of the Employment Agreement "does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement," a copy of which was attached as Exhibit 10.1. The report was signed by John B. Eagan, General Counsel, on November 3, 2026.

What Was Disclosed

Beacon Financial Corporation disclosed the terms of an employment agreement with Sean A. Gray as President and CEO, covering his base salary, bonus eligibility, equity award grants, a one-time restricted stock award, and severance provisions including an enhanced change-in-control multiplier.