UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported):
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February 20, 2018
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MVB Financial Corp.
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(Exact name of registrant as specified in its charter)
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West Virginia
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000-50567
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20-0034461
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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301 Virginia Avenue, Fairmont, WV
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26554-2777
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(Address of principal executive offices)
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(Zip Code)
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(304) 363-4800
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(Registrant's telephone number, including area code)
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Not Applicable
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(Former name or former address, if changed since last report.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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Emerging growth company ☐
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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. ☐
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Cash Incentive Award Opportunities
(percentage of base salary)
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Title
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Threshold
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Target
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Maximum
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President and CEO
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42.5%
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50%
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75%
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EVP, CFO & Treasurer
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29.75%
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35%
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52.5%
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EVP, Chief Lending Officer
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29.75%
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35%
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52.5%
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SVP, Chief Risk Officer
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21.25%
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25%
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37.5%
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Goal
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Weight
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Threshold
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Target
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Maximum
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Net Interest Margin
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25%
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3.28%
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3.30%
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3.39%
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Non-Interest Bearing Deposit Growth
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25%
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$145,000,000
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$148,000,000
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$162,800,000
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Efficiency Ratio
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25%
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62.5%
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61.7%
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58.5%
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Non-Performing Loans/Total Loans
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25%
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0.80%
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0.75%
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0.60%
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2018 Annual Senior Executive Performance Incentive Plan.
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MVB Financial Corp.
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By
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/s/ Larry F. Mazza
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Larry F. Mazza
President and Chief Executive Officer |
1.
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Purpose
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a.
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attracting and retaining executives of outstanding ability;
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b.
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paying for performance in areas that drive short‐term performance and long‐term shareholder value creation.
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c.
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enabling such individuals to participate in the growth and financial success of MVB.
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d.
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considering regulatory and institutional investor guidelines, rules, and best practices.
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2.
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Plan Scope
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3.
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Plan Participation Eligibility
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Executive Position
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President & CEO
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EVP, CFO & Treasurer
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EVP, Chief Lending Officer
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SVP, Chief Risk Officer
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SVP, Human Resources
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VP, Chief Compliance Officer
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SVP, Operations
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VP, Chief Information Officer
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VP, Chief Credit Officer
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SVP, Audit
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CFO, MVB Bank Inc.
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VP, Senior Manager, Commercial Loan Administration Officer
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4.
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Plan Performance Period
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5.
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Plan Administrators
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6.
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Plan Triggers
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a.
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Corporate Net Income Trigger
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b.
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Individual Performance Rating Trigger
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c.
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Individual Education Requirement Trigger
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7.
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Plan Tiers and Opportunities
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Executive Position
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Tier
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President & CEO
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1
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EVP, CFO & Treasurer
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2A
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EVP, Chief Lending Officer
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2A
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SVP, Chief Risk Officer
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2B
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SVP, Human Resources
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3
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VP, Chief Compliance Officer
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3
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SVP, Operations
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3
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VP, Chief Information Officer
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3
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VP, Chief Credit Officer
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3
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SVP, Audit
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3
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CFO, MVB Bank Inc.
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4
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VP, Senior Manager, Commercial Loan Admin Officer
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4
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8.
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Goals and Weightings
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▪
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Target performance represents the expected, or budgeted, level of performance.
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▪
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Maximum performance represents the highest level of performance.
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a.
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Corporate Performance Goals
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Goal
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Weight
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Threshold
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Target
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Maximum
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Net Interest Margin
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25%
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3.28%
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3.30%
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3.39%
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Non‐Interest Bearing Deposit Growth
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25%
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$145,000,000
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$148,000,000
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$162,800,000
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Efficiency Ratio
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25%
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62.5%
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61.7%
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58.5%
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Non‐Performing Loans/Total Loans
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25%
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0.80%
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0.75%
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0.60%
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i.
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Goal Definitions:
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▪
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Net Interest Margin: I
nterest income - interest expense/average earnings assets.
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▪
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Efficiency Ratio: Expenses (not including interest expense)/revenue. Efficiency ratio is calculated in accordance with GAAP methodology.
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▪
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Non‐Interest Bearing Deposits: Checking accounts that do not pay interest.
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Non‐Performing Loans/Total Loans: Non-accrual loans/total loans.
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b.
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Individual Performance
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9.
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Incentive Award Calculations
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10.
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Committee Discretion
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11.
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Payout of Incentive Awards
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12.
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Additional Plan Payout Conditions
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13.
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Employment Status Changes and Retirement
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d.
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A participant whose employment ends due to retirement in the first half of the calendar year will not receive any incentive amounts pursuant to this Plan for such calendar year.
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14.
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Plan Governance & Authorization
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15.
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Payment and Tax Considerations
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16.
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Clawback
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Goal
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Weight
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Threshold
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Target
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Maximum
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Corporate Goals
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100%
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Net Interest Margin
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25%
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3.28%
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3.30%
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3.39%
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Non-Interest Bearing Deposit Growth
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25%
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$145,000,000
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$148,000,000
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$162,800,000
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Efficiency Ratio
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25%
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62.5%
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61.7%
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58.5%
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NPAs/Assets
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25%
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0.80%
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0.75%
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0.60%
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Individual Goals
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0%
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