Beacon Financial Corporation and Beacon Bank & Trust have entered into an employment agreement with Sean A. Gray, effective September 21, 2026, regarding his appointment as President and Chief Executive Officer. The agreement, dated October 29, 2026, and attached as Exhibit 10.1 to the Form 8-K, outlines the compensation and severance terms for Mr. Gray.
Under the terms of the agreement, Mr. Gray is set to receive an annual base salary of $1,000,000. He is eligible for an annual cash bonus with a target value of 75% of his base salary. Additionally, he is eligible to receive annual equity awards with a grant date fair value of 105% of his base salary. For the 2026 fiscal year, his bonus opportunity is calculated based on his prior bonus opportunity from January 1, 2026, to the Effective Date, and the bonus opportunity under the new agreement for the remainder of the fiscal year.
In connection with his promotion, Mr. Gray also received a one-time award of restricted stock valued at $275,000 at the grant date. This award will vest in three equal tranches on the first, second, and third anniversaries of the grant date.
The agreement details severance provisions in the event of termination. If Mr. Gray’s employment is terminated without cause or he resigns for good reason, subject to a separation agreement and release, he is entitled to (i) a cash amount equal to two times the sum of his base salary and annual target bonus, less the value of any accelerated portion of a retention bonus from his prior agreement; (ii) accelerated vesting of any outstanding equity awards; and (iii) continued health and life/disability insurance coverage for 24 months following termination. If termination occurs within 24 months following a change in control of the Company, the cash amount payable will equal three times the sum of his base salary and annual target bonus.
