Catalyst Bancorp (CLST) CEO's new deal adds years of pay if control changes

Q: What is Joseph B. Zanco’s base salary under the new CLST employment agreement?

Under the new agreement, Joseph B. Zanco’s base salary is $350,000 per year. The Board of Directors of Catalyst Bank may increase this amount at its discretion, and he is also eligible for stock-based compensation and supplemental benefit plans.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Catalyst Bancorp, Inc. (CLST) disclosed that its wholly owned subsidiary, Catalyst Bank, entered into a new employment agreement with President and Chief Executive Officer Joseph B. Zanco effective August 17, 2026, replacing his prior agreement and running through August 17, 2029, with potential extensions subject to board review.

The agreement provides a base salary of $350,000, potential discretionary increases, and eligibility for the maximum allocation currently set at 25% of the stock option and restricted stock compensation pools. Mr. Zanco also receives $500,000 in additional life insurance and a supplemental benefit of $750,000 vesting over 15 years under a prior Restricted Executive Benefit Agreement.

If employment is involuntarily terminated without cause or for specified “good reason,” Mr. Zanco is entitled to a lump-sum severance equal to 12 months of base salary and continued health coverage for up to 12 months, subject to a release. If such a termination occurs on or within 30 days after a change in control, severance increases to a lump sum equal to 36 months of the greater of base salary at the change in control or termination, plus up to 36 months of health coverage. Upon death, his estate would receive 12 weeks of base salary and continued family health coverage for the same period.

Filing Explained

The employment agreement allows Catalyst Bank to terminate Mr. Zanco with or without cause; after a for-cause termination, it provides no compensation or other benefits beyond benefits already vested and earned.

8-K Event Classification

2 items: 5.02, 9.01

2 items

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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Base salary: $350,000 Stock compensation pool allocation: 25% Additional life insurance benefit: $500,000 +5 more

8 metrics

Base salary $350,000 Annual base salary for Joseph B. Zanco under the employment agreement

Stock compensation pool allocation 25% Maximum allocation of stock options and restricted stock awards

Additional life insurance benefit $500,000 Additional life insurance payable to Mr. Zanco’s spouse or beneficiary

Supplemental benefit $750,000 Supplemental benefit vesting over 15 years under Restricted Executive Benefit Agreement

Standard severance period 12 months Base salary period for severance upon involuntary termination without cause or for good reason

Change-in-control severance period 36 months Base salary period used to calculate lump-sum severance upon qualifying change-in-control termination

Employment term August 17, 2026 to August 17, 2029 Three-year term of the employment agreement for Joseph B. Zanco

Change-in-control protection window 30 days Period after a change in control during which qualifying termination triggers enhanced severance

Key Terms

change in control, good reason, Restricted Executive Benefit Agreement, Inline XBRL

4 terms

change in control financial

"on the effective date of a change in control, as defined in the agreement"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

good reason financial

"or for “good reason”, including a change in the executive’s position"

Restricted Executive Benefit Agreement financial

"pursuant to his Restricted Executive Benefit Agreement entered into on October 22, 2020"

Inline XBRL technical

"Cover Page Interactive Data File. Embedded within the Inline XBRL document"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

FAQ

What executive employment agreement did Catalyst Bancorp, Inc. (CLST) announce for its CEO?

Catalyst Bancorp announced a new employment agreement for CEO Joseph B. Zanco, effective August 17, 2026, running through August 17, 2029. It replaces his prior agreement and sets compensation, equity participation, insurance benefits, and severance and change-in-control protections.

What is Joseph B. Zanco’s base salary under the new CLST employment agreement?

Under the new agreement, Joseph B. Zanco’s base salary is $350,000 per year. The Board of Directors of Catalyst Bank may increase this amount at its discretion, and he is also eligible for stock-based compensation and supplemental benefit plans.

How is equity compensation structured for the CLST CEO in this agreement?

The agreement provides that Catalyst Bank will offer Joseph B. Zanco the maximum allocation allowed under stock-based plans, currently 25% of the stock compensation pools. This applies to both stock options and restricted stock awards established under the company’s stock-based benefit plans.

What severance does the CLST CEO receive if terminated without cause?

If involuntarily terminated without cause or for specified good reason, Joseph B. Zanco receives a lump-sum severance equal to 12 months of base salary and continued health insurance for up to 12 months, provided he signs a release of claims against Catalyst Bank and its affiliates.

What change-in-control protections are included in the CLST CEO’s agreement?

If employment ends without cause or with good reason on or within 30 days after a change in control, Mr. Zanco is entitled to a lump-sum payment equal to 36 months of the greater of his base salary at the change in control or termination date, plus up to 36 months of health coverage.

What additional insurance and supplemental benefits does the CLST CEO receive?

Beyond standard employee life insurance, Mr. Zanco receives $500,000 in additional life insurance payable to his chosen beneficiary. He also continues to receive a supplemental benefit of $750,000, vesting over 15 years under his Restricted Executive Benefit Agreement dated October 22, 2020.

What happens under the CLST CEO’s agreement if he dies during the term?

If the agreement terminates due to Joseph B. Zanco’s death, his estate or beneficiary receives 12 weeks of base salary, and his family’s health coverage continues for the same 12-week period, in addition to any vested benefits earned before death.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 08/18/2026 - 11:54 AM Accepted by SEC EDGAR 08/18/2026 - 11:54 AM

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 17, 2026

Catalyst Bancorp, Inc.

(Exact name of registrant as specified in its charter)


Louisiana	001-40893	86-2411762
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


235 N. Court Street, Opelousas, Louisiana	70570
(Address of principal executive offices)	(Zip Code)


Registrant’s telephone number, including area code	(337) 948-3033

Not Applicable

(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(s)	Name of each exchange on which registered
Common Stock	CLST	Nasdaq Capital Market

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 Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

(e)

Compensatory Arrangement

On August 17, 2026, Catalyst Bank (the “Bank”), the wholly owned subsidiary of Catalyst Bancorp, Inc. (the “Company”), entered into an employment agreement (the “Employment Agreement”) with Joseph B. Zanco, President and Chief Executive Officer. The term of the Employment Agreement commences on August 17, 2026 (the expiration date of Mr. Zanco’s previous employment agreement) and will expire on August 17, 2029, unless renewed or extended. Any such renewal or extension of the agreement will be reflected in an amendment or supplement to such agreement.

Pursuant to the Employment Agreement, Mr. Zanco agrees to continue his service as President and Chief Executive Officer of the Bank for a term of three years ending August 17, 2029. Prior to the expiration of the term of the agreement, the Board of Directors will review the agreement to determine whether to extend the term of the Employment Agreement for three additional years or such other time period mutually agreed upon. The Employment Agreement provides for a base salary of $350,000, which may be increased at the discretion of the Board of Directors of Catalyst Bank.

The Employment Agreement provides that Catalyst Bank will offer Mr. Zanco the maximum allocation allowed for stock options and restricted stock awards under established stock-based benefit plans (currently 25% of the stock compensation pools). In addition to life insurance benefits applicable for all employees, Mr. Zanco receives additional life insurance of $500,000 payable to his spouse or other beneficiary upon his death. The Employment Agreement also provides that Mr. Zanco will continue to receive a supplemental benefit of $750,000, vesting over 15 years pursuant to his Restricted Executive Benefit Agreement entered into on October 22, 2020.

The Employment Agreement is terminable with or without cause by Catalyst Bank. Mr. Zanco has no right to compensation or other benefits pursuant to the employment agreement for any period after termination for cause, except for benefits that have vested and been earned prior to termination. The employment agreement provides that in the event of an involuntary termination of employment (including a voluntary termination by Mr. Zanco as a result of a material breach of the agreement by Catalyst Bank or for “good reason”, including a change in the executive’s position, salary or duties without his consent), Mr. Zanco would be entitled to (1) a lump sum cash severance payment which is equal to twelve months of his base salary as of the date of termination, subject to Mr. Zanco executing a release of any claims against Catalyst Bank or its affiliates and (2) continued health insurance coverage until the earlier of twelve months or the date he receives substantially similar benefits from another employer.

The Employment Agreement provides that if Mr. Zanco’s employment terminates without cause or with good reason on the effective date of a change in control, as defined in the agreement, or within 30 calendar days after a change in control, then Mr. Zanco would be entitled to (1) a lump sum cash severance payment equal to 36 months of the greater of his base salary at the time of the change in control or the date of his termination and (2) continued health insurance coverage until the earlier of 36 months or the date he receives substantially similar benefits from another employer. If the agreement terminates as a result of Mr. Zanco’s death, his estate or beneficiary will be paid his base salary for twelve weeks and continued health coverage for his family over the same period.

The foregoing description is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is attached hereto as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are included herein:


Exhibit Number		Description
10.1		Employment Agreement, by and among Catalyst Bank and Joseph Zanco
104		Cover Page Interactive Data File. Embedded within the Inline XBRL document.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		CATALYST BANCORP, INC.

Date:	August 18, 2026	By:	/s/ Joseph B. Zanco
			Joseph B. Zanco
			President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EX-10.1 138.8 KB