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Date
of Report (Date of Earliest Event Reported):
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December
26, 2006
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Pennsylvania
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0-16667
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23-2222567
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_____________________
(State
or other jurisdiction
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_____________
(Commission
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______________
(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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4
Brandywine Avenue, Downingtown, Pennsylvania
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19335
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_________________________________
(Address
of principal executive offices)
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___________
(Zip
Code)
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Registrant’s
telephone number, including area code:
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(610)
269-1040
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(a)
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On
December 26, 2006, Gerald F. Sopp, age 50, accepted appointment as
Executive Vice President and Chief Financial Officer of the registrant,
DNB Financial Corporation (“DNB”). Mr. Sopp’s appointment and his
employment with DNB were effective January 2, 2007 and he will serve
at
the pleasure of DNB’s board of directors. There were no special
arrangements or understandings pursuant to which he was selected
as an
officer, other than DNB’s offer letter, filed herewith as Exhibit 99.1.
There are no family relationships between Mr. Sopp and any director
or
other executive officer of DNB. During the five years prior to joining
DNB, Mr. Sopp was employed during 2006 as the Vice President and
Chief
Compliance Officer with Wilmington Trust Corporation, Wilmington,
Delaware. In that position, he was responsible for developing,
implementing and managing an enterprise-wide, centralized regulatory
compliance program. Previous to that, from 2000 to 2006, he was employed
as Vice President and Controller of Wilmington Trust Corporation.
In that
position, he managed the controllership function of an SEC-registered,
publicly held financial services company through a staff of 73 people.
He
was responsible for financial and regulatory reporting including
SEC,
general accounting, payroll, accounts payable, fixed assets, budgeting
and
Sarbanes Oxley Rule 404 compliance. Since the beginning of 2005,
neither
Mr. Sopp, nor any of his immediate family members, nor any organization
or
entity in which he has a direct or indirect ownership interest of
10% or
more or an interest other than only as board member, has engaged
in, or is
a party to any proposed transaction, or had or will have a direct
or
indirect material interest in any transaction, in which DNB was or
is to
be a participant, where the amount involved exceeded or would exceed
$120,000.
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The
terms of his employment as presently agreed are reflected in the
offer
letter of DNB to Mr. Sopp dated December 20, 2006, filed herewith
as
Exhibit 99.1 and include: (1) twice-monthly salary of $6,250.00;
(2) upon
completion of a 90-day initial employment period, 20 vacation days,
5 sick
days and 2 personal days based upon Bank policy; (3) eligibility
for
participation in all compensation and employee benefit plans, including
life insurance at the allowable maximum, medical insurance for Mr.
Sopp
and his eligible dependents, and all other benefits and perquisites
maintained by DNB for officers, including stock options and incentive
compensation (Mr. Sopp will be eligible for participation in the
medical
and life insurance plans 3 months from his date of hire); (4) an
agreement
by DNB that Mr. Sopp will receive a minimum $10,000 guaranteed bonus
for
year 2007 paid in accordance with normal plan distribution rules;
(5)
until he becomes eligible to participate in DNB’s health insurance
program, during his employment with DNB it will pay or reimburse
the
difference between the cost of Mr. Sopp’s COBRA payments to his previous
employer’s insurance provider and the amount that Mr. Sopp would be
obligated to contribute for the same plan at
DNB.
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(b)
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Effective
January 2, 2007, Bruce E. Moroney, the Executive Vice President and
Chief
Financial Officer of DNB and its wholly owned subsidiary, DNB First,
N.A.
(the “Bank”), will no longer perform the duties of Executive Vice
President and Chief Financial Officer of DNB, but will remain the
Executive Vice President and Chief Financial Officer of the
Bank.
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DNB
FINANCIAL CORPORATION
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January
3, 2007
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By: /s/
William J. Hieb
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Name:
William J. Hieb
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Title:
President and Chief Operating Officer
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Exhibit
No.
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Description
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