MVB Financial Corp. (OTCMKTS:MVBF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k
-
0

MVB Financial Corp. (OTCMKTS:MVBF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02Departure of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 21, 2018, MVB Financial Corp. (the “Company”) issued restricted stock units (“RSUs”) to certain of the Company’s named executive officers, which RSU awards were approved by the Company’s Board of Directors and were issued to the MVB Financial Corp. 2013 Stock Incentive Plan, as amended (the “2013 Plan”).

The RSUs awards include (i) time-based RSUs, which will vest in one installment at the end of five years from the grant date, assuming continued employment with the Company, (ii) performance-based RSUs based on total shareholder return (“TSR”), which will vest in one installment at the end of three years (“TSR Vested RSUs”), (iii) performance-based RSUs based on the Company’s achievement of certain absolute return on assets (“ROA”), which vest in one installment at the end of three years (“ROA Vested RSUs”). TSR will be assessed against the Company’s compensation peer group in use at the time of grant. ROA will be assessed against internal goals established by the Company.

The following table sets forth the RSUs awarded to the Company’s named executive officers identified below:

Time Vested RSUs

TSR Vested RSUs

ROA Vested RSUs

Larry F. Mazza, President and CEO

16,598

2,104

2,074

Donald T. Robinson, EVP, CFO & Treasurer

5,005

John T. Schirripa, EVP, Chief Lending Officer

3,789

David A. Jones, SVP, Chief Risk Officer

2,042

With respect to TSR Vested RSUs, TSR for the Company during the entire 3-year vesting period must meet the 50th percentile in order to receive, upon vesting, one share of common stock per TSR Vested RSU. If TSR meets or exceeds the 75th percentile of the peer group during the entire 3-year period, the number of shares of common stock awarded upon vesting will equal 150% of one share of common stock per TSR Vested RSU. If TSR exceeds the 50th percentile of the peer group, but is less than 75th percentile, the number of shares of common stock awarded upon vesting will be calculated on a prorated basis. If TSR is below the 50th percentile, no award will be granted.

With respect to ROA Vested RSUs, ROA for the Company in the third year of the 3-year vesting period must equal 1.0% in order to receive, upon vesting, one share of common stock per ROA Vested RSU. If ROA is equal to or greater than 1.15% in the third year of the 3-year period, the number of shares of common stock awarded upon vesting will equal 150% of one share of common stock per ROA Vested RSU. If ROA exceeds 1.0%, but is less than 1.15%, the number of shares of common stock awarded upon vesting will be calculated on a prorated basis. If ROA is below 1.0%, no award will be granted.

The complete terms and conditions of the RSU awards are set forth in the 2013 Plan previously filed as Exhibit 10.2 to the Company’s Annual Report on Form 10-K filed on March 8, 2018 and the form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, and are qualified in their entirety by reference thereto.

Item 5.02Financial Statements and Exhibits.

(d) Exhibits.

10.1Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement.


MVB FINANCIAL CORP Exhibit
EX-10.1 2 exhibit101formofrestrict.htm EXHIBIT 10.1 exhibit101formofrestrict 1 Rev 3.2018 MVB FINANCIAL CORP. RESTRICTED STOCK UNIT GRANT NOTICE 2013 STOCK INCENTIVE PLAN (AMENDED) MVB Financial Corp. (the “Company”) hereby awards to Participant the number of restricted stock units (“RSUs”) set forth below (the “Award”). The Award is subject to all the terms and conditions as set forth in this Notice,…
To view the full exhibit click here

About MVB Financial Corp. (OTCMKTS:MVBF)

MVB Financial Corp. (MVB) is a financial holding company. Through its subsidiaries, MVB Bank, Inc. (the Bank), MVB Mortgage and MVB Insurance, LLC, the Company provides community banking, mortgage banking, insurance and wealth management services to individuals and corporate clients in the Mid-Atlantic region. It operates through four segments: commercial and retail banking, mortgage banking, financial holding company, and insurance services. The Bank offers its customers a range of products, such as checking accounts, negotiable order of withdrawal (NOW) accounts, money market and savings accounts, time certificates of deposit, commercial, installment, commercial real estate and residential real estate mortgage loans, debit cards, and safe deposit rental facilities. The Bank provides services through its walk-in offices, automated teller machines (ATMs), drive-in facilities, and Internet and telephone banking. The Bank also offers non-deposit investment products.