UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No.1)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number 0-49731

SEVERN BANCORP, INC.

(Exact name of registrant as specified in its charter)


Maryland	52-1726127
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

200 Westgate Circle, Suite 200
Annapolis, Maryland	21401
(Address of principal executive offices)	(Zip Code)

410-260-2000

(Registrant’s telephone number, including area code)

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, par value $0.01 per share	SVBI	The NASDAQ Stock Market, LLC

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes◻ No ☑

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes◻ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ◻	Accelerated filer ◻	Non-accelerated filer ☑	Smaller reporting company ☑	Emerging growth company ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes☐ No ☑

The aggregate market value of the 9,037,317 shares of common stock held by non-affiliates of the registrant, based on the closing sale price of the registrant’s common stock on June 30, 2020 of $6.48 per share was $58,561,814.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding for each of the registrant’s classes of common stock, as of the latest practicable date.

As of April 29, 2021, there were issued and outstanding 12,857,139 shares of the registrant’s common stock.

Documents incorporated by reference:

None


Section		Page

PART III		1
Item 10	Directors, Executive Officers, and Corporate Governance	1
Item 11	Executive Compensation	3
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	10
Item 13	Certain Relationships and Related Transactions and Director Independence	12
Item 14	Principal Accounting Fees and Services	13

PART IV		14
Item 15	Exhibits, Financial Statement Schedules	14


SIGNATURES		16


						Option		All Other
Name and Principal Position	Year	Salary⁽¹⁾		Bonus⁽¹⁾		Awards		Compensation⁽³⁾		Total
Alan J. Hyatt	2020	$	467,548	$	79,800	$	—	$	5,482	$	552,830
President and Chief Executive	2019	$	437,115	$	64,890	$	—	$	5,923	$	507,928
Officer
Vance W. Adkins ⁽²⁾	2020	$	249,231	$	34,000	$	—	$	27,366	$	310,597
Executive Vice-President and Chief Financial Officer
Erik M. Chick	2020	$	225,226	$	124,207	$	—	$	32,724	$	382,157
Executive Vice-President and Chief Lending Officer	2019	$	196,964	$	83,715	$	—	$	22,963	$	303,642


		Health Care		401 (k) Matching
Name and Principal Position	Year	Contribution⁽¹⁾		Contribution⁽²⁾		ESOP Plan⁽³⁾		Total
Alan J. Hyatt	2020	$	—	$	3,244	$	2,238	$	5,482
President and Chief Executive
Officer
Vance W. Adkins	2020	$	23,150	$	2,181	$	2,035	$	27,366
Executive Vice President and
Chief Financial Officer
Erik M. Chick	2020	$	23,119	$	7,367	$	2,238	$	32,724
Executive Vice-President and
Chief Lending Officer


	Fees earned
	or paid in		Option	All Other
Name	cash⁽¹⁾		Awards⁽²⁾	Compensation	Total
Raymond S. Crosby	$	34,478	—	—	$	34,478
			—	—
James H. Johnson, Jr.	$	37,028	—	—	$	37,028
			—	—
David S. Jones	$	31,878	—	—	$	31,878
			—	—
Eric M. Keitz	$	31,678	—	—	$	31,678

John A. Lamon III	$	38,938	—	—	$	38,938
			—	—
Dale B. Shields	$	28,158	—	—	$	28,158
			—	—
Mary Kathleen Sulick	$	49,878	—	—	$	49,878
			—	—
Konrad M. Wayson	$	38,478	—	—	$	38,478


Name		Option Awards
Raymond S. Crosby		9,000
James H. Johnson, Jr.		8,200
David S. Jones		9,000
Eric M. Keitz		27,000
John A. Lamon III		7,000
Dale B. Shields		3,000
Mary Kathleen Sulick		—
Konrad M. Wayson		6,600


Name of Individual	Amount and Nature of Beneficial Ownership		Percent of Class ⁽¹⁾
Vance W. Adkins	2,112	⁽²⁾	*
Erik M. Chick	2,595	⁽³⁾	*
Raymond S. Crosby	51,150	⁽⁴⁾	*
Alan J. Hyatt	2,728,180	⁽⁵⁾	21.22
James H. Johnson, Jr	7,550	⁽⁶⁾	*
David S. Jones	72,794	⁽⁷⁾	*
Eric M. Keitz	58,300	⁽⁸⁾	*
John A. Lamon, III	78,150	⁽⁹⁾	*
Alan Lancaster	18,800	⁽¹⁰⁾	*
Dale B. Shields	10,300	⁽¹¹⁾	*
Mary Kathleen Sulick	1,500	⁽¹²⁾	*
Konrad M. Wayson	76,775	⁽¹³⁾	*
All directors and executive officers as a group (12 persons)	3,108,206	⁽¹⁴⁾	24.17


Name	Address	Number of Shares Beneficially Owned	Percent of Class ⁽¹⁾
Fourthstone LLC ⁽²⁾	13476 Clayton Road St. Louis, MO 63131	1,098,092	8.54	%
Alan J. Hyatt ⁽³⁾ Sharon G. Hyatt	200 Westgate Circle, Suite 200 Annapolis, Maryland 21401	2,717,096	21.13	%
Jo Ann Hyatt Modlin ⁽⁴⁾	200 Westgate Circle, Suite 200 Annapolis, Maryland 21401	1,079,121	8.39	%
EJF Capital LLC ⁽⁵⁾ Emanuel J. Friedman EJF Sidecar Fund, Series LLC – Series E	2107 Wilson Boulevard Suite 410 Arlington, VA 22201	1,000,000	7.78	%


Exhibit No.		Description of Exhibit
3.1		Articles of Incorporation of Severn Bancorp, Inc., as amended ⁽¹⁾
3.2		Bylaws of Severn Bancorp, Inc., as amended ⁽¹²⁾
4.1		Form of Common Stock Certificate ⁽¹²⁾
4.2		Description of Common Stock ⁽¹²⁾
10.1+		Stock Option Plan ⁽²⁾
10.2+		Employee Stock Ownership Plan ⁽³⁾
10.3+		Form of Common Stock Option Agreement ⁽⁴⁾
10.4+		2019 Equity Incentive Plan ⁽⁷⁾
10.5+		Form of Subscription Agreement ⁽⁶⁾
10.6		Form of Subordinated Note ⁽⁶⁾
10.7+		Form of Restricted Stock Award Agreement ⁽⁵⁾
10.8+		Form of Incentive Stock Option Award Agreement ⁽⁵⁾
10.9+		Employment Agreement by and between Severn Bancorp, Inc, Severn Bank, and Vance W. Adkins dated August 27, 2019 ⁽⁹⁾
10.10+		Form of Non-Qualified Stock Option Award Agreement ⁽⁵⁾
10.11+		Separation Agreement and Release by and between Severn Savings Bank, FSB and Paul Susie dated June 10, 2019 ⁽¹⁰⁾
10.12+		Change In Control Agreement by and between Severn Bancorp, Inc., Severn Bank, and Alan J. Hyatt, dated December 30, 2019 ⁽¹¹⁾
14.1		Code of Ethics ⁽⁸⁾
21.1*		Subsidiaries of Severn Bancorp, Inc.
23.1*		Consent of Yount, Hyde & Barbour, P.C.
23.2*		Consent of BDO USA, LLP
31.1*		Certification of Principal Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
31.3		Certification of Principal Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
31.4		Certification of Principal Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
32 *		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002

101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definitions Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


	SEVERN BANCORP, INC.
April 30, 2021	/s/ Alan J. Hyatt
	Alan J. Hyatt
	Chairman of the Board, President, and
	Chief Executive Officer


	/s/ Vance W. Adkins
	Vance W. Adkins, Executive Vice
	President and Chief Financial Officer
	(Principal Financial and Accounting Officer)

SEC Form 10-K/A filed by Severn Bancorp Inc (Amendment)