8-K

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): December 30, 2022

CAMBRIDGE BANCORP

(Exact name of Registrant as Specified in Its Charter)


Massachusetts (State or Other Jurisdiction of Incorporation)	001-38184 (Commission File Number)	04-2777442 (IRS Employer Identification No.)

1336 Massachusetts Avenue Cambridge, Massachusetts		02138
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 876-5500

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 Instructions 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:


Common Stock	CATC	NASDAQ
(Title of each class)	(Trading symbol)	(Name of each exchange on which registered)

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 December 30, 2022, Cambridge Bancorp (the “Company”) and its wholly owned subsidiary, Cambridge Trust Company (the “Bank”), entered into a Transition Agreement and General Release with Jennifer A. Pline (the “Transition Agreement”), pursuant to which Ms. Pline will retire as Executive Vice President and Head of Wealth Management of the Bank and as a director of the Cambridge Trust Charitable Foundation, effective as of June 30, 2023 or such other date as mutually agreed in writing to by the parties (the “Separation Date”). The period commencing on the date of the Transition Agreement and ending on the Separation Date is referred to as the “Transition Period”. Under the Transition Agreement, Ms. Pline will continue to serve in her current capacity during the Transition Period and will work to transition her duties and responsibilities. As consideration for entering into the Transition Agreement, which includes a customary general and supplemental release of claims and which requires Ms. Pline to provide services during the Transition Period, the Bank will pay Ms. Pline a lump sum cash payment equal to twelve months’ of her base salary, subject to applicable withholdings. Ms. Pline’s retirement is not the result of any disagreement with the Company or the Bank on any matter related to the operations, policies or practices of the Company or the Bank.

The Company will file a copy of the Transition Agreement as an exhibit to its Annual Report on Form 10-K for the fiscal year ending December 31, 2022.

SIGNATURES

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 thereunto duly authorized.


	CAMBRIDGE BANCORP
January 4, 2023
	By	/s/ Michael F. Carotenuto
		Michael F. Carotenuto
		Chief Financial Officer, Executive Vice President (Principal Financial Officer and Principal Accounting Officer)

Cambridge Bancorp filed SEC Form 8-K: Leadership Update