Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 24, 2026, BayFirst Financial Corp. (the "Company"), BayFirst National Bank (the "Bank"), and their Executive Vice President and Chief Operating Officer, Robin L. Oliver, entered into a revised Employment Agreement. The Employment Agreement's initial term will expire on August 1, 2029. On August 1, 2029, and each subsequent August 1st, the Employment Agreement shall automatically be extended for an additional one-year period unless any party provides notice of non-renewal. Ms. Oliver will receive a minimum annual salary of $350,000. She is also eligible to participate in any of the Bank's or the Company's employee benefit plans and programs. She is also entitled to receive specific stock grants and cash incentive payments based on continued employment and on her and the Bank's performance. The Employment Agreement subjects Ms. Oliver to two-year, post-termination, customer and employee non-solicitation obligations. Upon certain termination events, including a change in control, Ms. Oliver will be entitled to receive a cash payment equal to 200% of her then current base salary and average cash bonus for the preceding two years.
On September 24, 2026, the Company, the Bank, and their Executive Vice President, Chief Financial Officer, and principal financial officer, Scott J. McKim, entered into a revised Employment Agreement. The Employment Agreement's initial term will expire on August 1, 2029. On August 1, 2029, and each subsequent August 1st, the Employment Agreement shall automatically be extended for an additional one-year period unless any party provides notice of non-renewal. Mr. McKim will receive a minimum annual salary of $325,000. He is also eligible to participate in any of the Bank's or the Company's employee benefit plans and programs. He is also entitled to receive specific stock grants and cash incentive payments based on continued employment and on his and the Bank's performance. The Employment Agreement subjects Mr. McKim to two-year, post-termination, customer and employee non-solicitation obligations. Upon certain termination events, including a "change in control," Mr. McKim will be entitled to receive a cash payment equal to 200% of his then current base salary and average cash bonus for the preceding two years.
The foregoing summaries do not purport to be complete and are qualified in their entirety by reference to the full text of the Employment Agreements, which are Exhibits 10.1 and 10.2 to this Form 8-K.