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Avidbank Holdings (OTC: AVBH) names Jonathan Dale president, $625k salary

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8-K

Rhea-AI Filing Summary

On August 3, 2026, Avidbank Holdings, Inc. appointed Jonathan M. Dale as President of the company and its bank subsidiary, effective that date. Chairman and CEO Mark D. Mordell will remain in those roles, while Dale reports to him, reflecting the board’s leadership‑succession focus.

Under an Employment Confirmation Letter, Dale will receive a $625,000 annual base salary and be eligible for an annual bonus of up to 100% of salary, 75% in cash and 25% in restricted stock vesting over three years. He will also receive a one‑time $500,000 cliff‑vesting restricted stock award, travel reimbursements up to $7,500 per month for 12 months, and severance protections, including 50% of base salary plus six months of COBRA‑equivalent costs if terminated without cause. A change‑in‑control agreement provides, upon certain terminations within 18 months after a change in control, a lump sum of 2x salary plus target bonus, full vesting of unvested equity and long‑term incentives, and 18 months of COBRA reimbursement.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Annual base salary $625,000 per year Base salary for Jonathan M. Dale as President under the Confirmation Letter
Maximum annual bonus Up to 100% of base salary Annual incentive and discretionary bonus opportunity for Dale
Initial restricted stock grant $500,000 grant-date fair value One-time Company restricted stock award cliff vesting on third anniversary of Effective Date
Travel reimbursement cap Up to $7,500 per month Additional business travel expense reimbursement for up to 12 months
Standard severance multiple 50% of annual base salary Cash severance if terminated without cause, outside a change in control
COBRA multiple (no CIC) 6x monthly COBRA cost Health benefit continuation multiple with without-cause termination
Change-in-control cash multiple 2x salary plus target bonus Lump sum if qualifying termination within 18 months after a change in control
CIC COBRA reimbursement period 18 months Duration of COBRA reimbursement following qualifying change-in-control termination
Employment Confirmation Letter regulatory
"the Bank and Mr. Dale entered into an Employment Confirmation Letter"
Change in Control Agreement regulatory
"entered into the Company’s standard forms of Change in Control Agreement"
Indemnification Agreement regulatory
"entered into the Company’s standard forms of Change in Control Agreement and Indemnification Agreement"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
restricted stock financial
"payable 75% in cash and 25% in restricted stock, which are subject to a 3-year annual vesting schedule"
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
COBRA technical
"six times (6x) the monthly cost for continuation of health benefits under COBRA"
COBRA is a U.S. federal law that lets employees and their dependents temporarily keep employer-sponsored health insurance after job loss, reduction in hours, or other qualifying events by paying the premiums themselves. Investors should care because offering COBRA can affect a company’s cash flow, administrative costs and legal disclosures when workforce changes occur—similar to a former club member paying to keep their membership active after leaving the club.

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FAQ

What executive leadership change did AVBH announce on August 3, 2026?
Avidbank Holdings, Inc. appointed Jonathan M. Dale as President of the company and its bank subsidiary, effective August 3, 2026. Mark D. Mordell continues as Chairman and Chief Executive Officer, and Dale will report directly to him.

What is Jonathan Dale’s compensation package as AVBH president?
Jonathan Dale will receive a $625,000 annual base salary and an annual bonus opportunity of up to 100% of salary. The bonus is payable 75% in cash and 25% in restricted stock, with additional $500,000 restricted stock and travel and severance benefits.

How do Jonathan Dale’s equity incentives at AVBH work?
Dale is eligible for an annual bonus with 25% paid in restricted stock that vests over three years. He will also receive a $500,000 restricted stock award that cliff vests on the third anniversary of his start date, subject to continued employment and plan terms.

What severance protections does AVBH provide to Jonathan Dale?
If terminated without cause, Dale is entitled to a cash payment equal to 50% of his annual base salary plus six times the monthly COBRA cost. Payments require a separation and release agreement and are generally paid within 60 days after termination.

What change-in-control benefits does Jonathan Dale have at AVBH?
Under a Change in Control Agreement, certain terminations within 18 months after a change in control entitle Dale to a lump sum of 2x salary plus target bonus, immediate vesting of all unvested equity and long-term incentives, and 18 months of COBRA reimbursement.

What is Jonathan Dale’s background before joining AVBH?
Dale, age 48, has nearly 30 years of commercial banking experience, most recently at Umpqua Bank (later Columbia Bank) in senior executive roles, including Executive Vice President and Regional Executive for California, the Pacific Northwest, and the Mountain West regions.
false 0001443575 0001443575 2026-08-03 2026-08-03
 
 
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
 
Date of Report (Date of earliest event reported):  August 3, 2026
 
AVIDBANK HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
California
  
001-42792
  
26-1731009
(State or other jurisdiction
of incorporation)
  
(Commission
File Number)
  
(I.R.S. Employer
Identification No.)
 
 
1732 North First Street, 6th Floor
San Jose, CA
  
95112
(Address of principal executive offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code: (408) 200-7390
 
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
  
Name of each exchange on
which registered
Common Stock, no par value per share
  
AVBH
  
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 August 3, 2026, Avidbank Holdings, Inc. (the “Company”), and Avidbank, a California state-chartered bank and a wholly owned subsidiary of the Company (the “Bank”) announced that it has appointed Jonathan M. Dale as President of the Company and the Bank. On June 26, 2026, the Bank and Mr. Dale entered into an Employment Confirmation Letter (“Confirmation Letter”), pursuant to which Mr. Dale shall become the new President of the Company and the Bank, effective August 3, 2026 (the “Effective Date”). On the Effective Date and in connection with the appointment of Mr. Dale, Mark D. Mordell, the Company’s and the Bank’s current Chairman, President and Chief Executive Officer, will continue to serve in the role of Chairman and Chief Executive Officer of the Company and the Bank, and no longer serve as President. Mr. Dale will report to Mr. Mordell.
 
Mr. Dale, age 48, is a seasoned banking executive with nearly 30 years of experience building, scaling, and leading high-performing commercial banking platforms. Prior to joining the Company and the Bank, Mr. Dale served with Umpqua Bank (which became Columbia Bank following its 2023 merger) from January 2016 to July 2025. While at Umpqua Bank, from January 2024 until his departure, he served as Executive Vice President and Regional Executive for California, leading the institution’s largest region with full profit-and-loss responsibility across five California markets. From August 2019 to January 2024, he served as Executive Vice President and Regional Executive for Umpqua Bank’s Pacific Northwest and Mountain West regions, where he led the bank’s regional operations and expansion into new markets, including Utah and Colorado. Prior thereto, Mr. Dale served in several senior leadership positions at Umpqua Bank, including Senior Vice President and Executive Director of Enterprise Sales, Strategy, and Production from June 2017 to July 2019, Senior Vice President and Director of Enterprise Non-Interest Revenue from June 2017 to May 2018, and Senior Vice President and Senior Corporate Banker from January 2016 to May 2017. Before joining Umpqua Bank, Mr. Dale held positions with California Bank & Trust and Washington Mutual Bank in Southern California. Mr. Dale earned his M.B.A. from the University of Southern California’s Marshall School of Business and completed the Pacific Coast Banking School’s Masters in Banking program through the University of Washington Foster School of Business.
 
Mr. Dale’s employment and compensation arrangements with the Company and the Bank are set forth in the Confirmation Letter, which provides for: (a) a base salary at an annualized rate of $625,000 per year; (b) eligibility for an annual aggregate incentive and discretionary bonus of up to 100% of Mr. Dale’s base salary to be determined solely in the Company’s and the Bank’s compensation committee’s (the “Compensation Committee”) discretion based on the Bank’s financial performance, payable 75% in cash and 25% in restricted stock, which are subject to a 3-year annual vesting schedule, continued employment with the Bank, and the terms and conditions of the Company’s 2022 Equity Incentive Plan, as amended (the “2022 Incentive Plan”) or any successor plans; (c) as soon as reasonably practicable following the Effective Date, and subject to approval of the Compensation Committee, the grant of Company restricted stock award with a grant-date fair value of $500,000, which will cliff vest on the third year anniversary of the Effective Date, subject to Mr. Dale’s continued employment with the Bank and terms and conditions of the 2022 Incentive Plan and any awards agreement thereof; (d) eligibility to receive the Company's annual retention restricted stock awards, subject to approval of the Compensation Committee and Mr. Dale's continued employment with the Bank; and (e) reimbursement of reasonable business travel expenses in accordance with the Bank’s expense reimbursement policies, and eligibility to receive up to an additional $7,500 per month in business travel expense reimbursement for a period of up to 12 months.
 
Pursuant to the Confirmation Letter, Mr. Dale’s employment may be terminated at any time, with or without cause. In the event Mr. Dale’s employment is terminated by the Bank or the Company without cause (and except as described below in connection with a change in control), subject to execution of a separation and release agreement, Mr. Dale is entitled to receive a cash severance payment equal to fifty percent (50%) of his annual base salary as then in effect and six times (6x) the monthly cost for continuation of health benefits under COBRA. Such severance payment is to be paid to Mr. Dale within sixty (60) days of the termination date.
 
The foregoing summary of the Confirmation Letter is qualified in its entirety by reference to the full text of the Confirmation Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
In connection with becoming the Bank’s and the Company’s President, Mr. Dale also entered into the Company’s standard forms of Change in Control Agreement and Indemnification Agreement with executive officers, which forms were previously filed as exhibits in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 18, 2026. Under the Change in Control Agreement entered with Mr. Dale, in the event Mr. Dale is terminated by the Bank for any reason other than for “cause,” dies or becomes disabled or resigns for “good reason,” (each as defined in his Change in Control Agreement) in each case within eighteen (18) months following a change in control, in addition to his accrued compensation, benefits and expenses, and subject to execution of a separation and release agreement, Mr. Dale is entitled to receive the following additional compensation: (i) a lump sum cash payment equal to two times (2x) the sum of (x) his annual base salary in effect as of the date of termination; and (y) the current “target” annual incentive bonus payable to Mr. Dale; (ii) immediate vesting of any equity compensation and/or long-term cash incentive awards that are unvested as of the change in control date and; (iii) reimbursement of any COBRA payments made by Mr. Dale for continuation of health care coverage during the eighteen (18) month period following the date of termination.
 
The foregoing summary of the Change in Control Agreement entered with Mr. Dale is qualified in its entirety by reference to the full text of the Change in Control Agreement, a form of which was filed as Exhibit 10.7 in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 18, 2026 and is incorporated herein by reference.
 
There are no arrangements or understandings between Mr. Dale and any other person pursuant to which he was appointed as the Company’s and the Bank’s President. There are no family relationships between Mr. Dale and any director or executive officer of the Company or the Bank. Mr. Dale is not a party to, and does not have any direct or indirect material interest in, any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
 
The Company issued a press release on August 3, 2026, announcing the appointment of Mr. Dale as the Company’s and the Bank’s President, a copy of which is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The Company relied on the instruction to Item 5.02(c) of Form 8-K to delay the filing of this Current Report to the date of the public announcement of Mr. Dale’s appointment as the Company’s and the Bank’s President.
 
Item 8.01
Other Events
 
On August 3, 2026, the Company issued a press release announcing the appointment of Mr. Dale as the Company’s and the Bank’s President. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Item 9.01
Financial Statements and Exhibits
 
(d) Exhibits
 
Exhibit No.
Description
10.1 Employment Confirmation Letter by and between Avidbank and Jonathan M. Dale dated June 26, 2026.
99.1
Press Release of Avidbank Holdings, Inc. dated August 3, 2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated: August 3, 2026
AVIDBANK HOLDINGS, INC.
     
 
By:
/s/ Victor DeMarco
 
Name:
 Victor DeMarco
 
Title:
 Executive Vice President and Chief Legal Officer
 
 
 

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

PRESS RELEASE

 

Jonathan (“JD”) Dale Appointed Avidbank President

 

SAN JOSE, CA / ACCESS Newswire / August 3, 2026 / Avidbank Holdings, Inc. (the “Company”) (NASDAQ: AVBH), the holding company for Avidbank, a California state-chartered bank (the “Bank” or “Avidbank”), today announced the appointment of Jonathan M. Dale (JD) as the Bank’s President, who will also serve as the Company’s President, effective August 3, 2026. Mr. Dale will report to the Company's and the Bank’s Chairman and Chief Executive Officer, Mark D. Mordell.

 

Over the last several years, the Company and the Bank Board of Directors has been focused on building a sustainable executive team along with prudent succession planning. Mr. Dale’s appointment reflects the deliberate approach to leadership succession that Avidbank has undertaken. Adding a President with Mr. Dale’s qualifications is a foundational step in the plan designed to provide leadership continuity, organizational depth and stability, and a seamless transition in the years ahead.

 

“JD is an exceptional leader whose humility, discipline, integrity, and people-first approach align well with Avidbank’s culture and values,” said Mr. Mark Mordell. “Bringing an executive of his caliber into the organization reflects the thoughtful, long-term succession planning our Board has prioritized. I look forward to working closely with JD as we build on Avidbank’s momentum and position the Bank for its next chapter of growth and evolution.”

 

Mr. Dale, age 48, is a seasoned banking executive with nearly 30 years of experience building, scaling, and leading high-performing commercial banking platforms. Prior to joining Avidbank, Mr. Dale served with Umpqua Bank (which became Columbia Bank following its 2023 merger) from January 2016 to July 2025. While at Umpqua Bank, from January 2024 until his departure, he served as Executive Vice President and Regional Executive for California, leading the institution’s largest region with full profit-and-loss responsibility across five California markets. From August 2019 to January 2024, he served as Executive Vice President and Regional Executive for Umpqua Bank’s Pacific Northwest and Mountain West regions, where he led the bank’s regional operations and expansion into new markets, including Utah and Colorado. Prior thereto, Mr. Dale served in several senior leadership positions at Umpqua Bank, including Senior Vice President and Executive Director of Enterprise Sales, Strategy, and Production from June 2017 to July 2019, Senior Vice President and Director of Enterprise Non-Interest Revenue from June 2017 to May 2018, and Senior Vice President and Senior Corporate Banker from January 2016 to May 2017. Before joining Umpqua Bank, Mr. Dale held positions with California Bank & Trust and Washington Mutual Bank in Southern California. Mr. Dale earned his M.B.A. from the University of Southern California’s Marshall School of Business and completed the Pacific Coast Banking School’s Masters in Banking program through the University of Washington Foster School of Business.

 

“I’m honored to join Avidbank at such a pivotal time in its growth,” said Mr. Dale. “Avidbank has built a differentiated franchise, a strong balance sheet, and an exceptional team. I look forward to working alongside Mark, the Board, and our talented bankers to deepen client relationships, scale our business lines, and carry forward the culture that makes this bank special.”

 

About Avidbank Holdings

 

Avidbank Holdings, Inc. (the “Company”) (NASDAQ: AVBH), headquartered in San Jose, California, offers innovative financial solutions and services. We specialize in commercial & industrial lending, venture lending, structured finance, asset-based lending, sponsor finance, fund finance, and real estate construction and commercial real estate lending. Avidbank provides a different approach to banking. We do what we say.

 

Shares of the Company’s common stock are listed on the NASDAQ under the ticker symbol “AVBH”. For investor information about the Company, visit our website at https://ir.avidbank.com/overview/default.aspx.

 

Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meanings of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including but not limited to forward-looking statements relating to the Company’s current business plans and expectations, growth projections, and our future financial position and operating results. Words such as “will likely result, “aims”, “anticipates”, “believes”, “could”, “estimates”, “expects”, “hopes”, “intends”, “may”, “plans”, “projects”, “seeks”, “should”, “will” and variations of these words and similar expressions help to identify these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results, performance and/or achievements to differ materially from those projected. These risks and uncertainties include, but are not limited to, all the risk factors set forth in the Company’s public reports filed with the U.S. Securities and Exchange Commission (the “SEC”), which are available on the SEC’s website at www.sec.gov, including its Annual Report on Form 10-K for the year ended December 31, 2025, and particularly the discussion of risk factors within that document. The Company does not undertake, and specifically disclaims any obligation, to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements except as required by law.

 

 

Contact: Patrick Oakes

Executive Vice President and Chief Financial Officer

408-200-7390

IR@avidbank.com

 

 

 

Source: View Original Filing on SEC EDGAR

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