Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 14, 2021, the Board of Directors (the "Board") of TriState Capital
Holdings, Inc. (the "Company") appointed Christopher M. Doody as a director of
the Company, effective immediately. Mr. Doody was appointed as a Class II
director and his initial term will expire at the Company's 2022 annual meeting
of shareholders. Mr. Doody also was appointed a member of the board of directors
of the Company's bank subsidiary, TriState Capital Bank (the "Bank").
Mr. Doody was appointed to the Board pursuant to the terms of the Investment
Agreement between the Company and T-VIII PubOpps LP, a Delaware limited
partnership ("T-VIII PubOpps") and an affiliate of investment funds managed by
Stone Point Capital LLC ("Stone Point"), dated October 10, 2020, as amended by
Amendment No. 1, dated December 9, 2020 (the "Investment Agreement"). The
Investment Agreement provides that T-VIII PubOpps is entitled to designate one
representative to be appointed to the Board and the board of directors of the
Bank until such time as T-VIII PubOpps and its affiliates no longer beneficially
own 4.5% of the Company's outstanding shares of Common Stock (defined hereafter)
(including shares issuable upon conversion of the Series C perpetual
non-cumulative convertible non-voting preferred stock or exercise of the
warrants that were issued pursuant to the Investment Agreement). As used, the
"Common Stock" means voting common stock, no par value, of the Company, or
non-voting common stock, no par value, of the Company, as applicable.
Mr. Doody's qualifications to serve on the Board include his extensive
experience as a director of several bank holding companies and his experience
with financial services companies as a Principal of Stone Point, a private
equity firm focused primarily on the financial services industry. Prior to the
formation of Stone Point in 2005, Mr. Doody served as a Vice President at MMC
Capital Corporation, Inc., which he joined in 1998. Mr. Doody served at Merrill
Lynch & Co., Inc., where he was an Analyst in the Financial Institutions
Investment Banking Group from 1995 to 1998. Mr. Doody holds an M.B.A. from the
Columbia University Graduate School of Business and a B.A. in Economics from
Middlebury College.
In connection with his appointment, the Board determined that Mr. Doody is an
independent director under applicable listing standards of the Nasdaq Global
Select Market.
In connection with Mr. Doody's appointment, Stone Point received a grant of
3,000 restricted shares of the Company's Common Stock that will vest on the
third anniversary of the grant date. Stone Point also received a retainer of
$35,000, which was paid in restricted shares of the Company's Common Stock based
on the closing stock price of the Company on January 14, 2021, which restricted
shares will vest on the third anniversary of the grant date.
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