Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 14, 2022, MVB Financial Corp. (the "Company") issued a press
release announcing the planned appointment of Steven E. Crouse as the Company's
Chief Financial Officer, with such appointment to be contingent upon, and
effective following the closing of the previously announced acquisition of
Integrated Financial Holdings, Inc. ("IFH").
Mr. Crouse, age 58, has served since 2019 as the Executive Vice President and
Chief Financial Officer of IFH, with responsibility for the financial management
of IFH and its wholly owned subsidiary, West Town Bank & Trust. From 2004 until
2018, Mr. Crouse was the Executive Vice President, Chief Financial Officer of
Paragon Bank (now TowneBank) and from 1998 to 2004 was the Senior Vice
President, Finance and Chief Accounting Officer at Capital Bank Financial
Corporation. Prior to 1998, Mr. Crouse served as an audit manager at McGladry &
Pullen (now RSM US LLP). Mr. Crouse is a certified public accountant and holds a
B.A. degree in Accounting from North Carolina State University.
There are no arrangements or understandings between Mr. Crouse and any other
person pursuant to which Mr. Crouse will be appointed to serve as Chief
Financial Officer of the Company, and there is no family relationship between
Mr. Crouse and any of the Company's other directors or executive officers. There
are also no related party transactions between Mr. Crouse and the Company that
are required to be reported pursuant to Item 404(a) of Regulation S-K.
In connection with his planned appointment, MVB and Mr. Crouse entered into an
offer letter (the "Offer Letter") setting forth the terms of his employment,
contingent and effective upon the closing of the acquisition of IFH. Under the
Offer Letter, Mr. Crouse will receive an initial annual base salary of $300,000
as well as the receipt of 5,000 shares of Company stock options, at then current
market value as of the first day of employment, vesting over five years. Mr.
Crouse will also be eligible to participate in the MVB Executive Incentive
Compensation Plan for 2022, prorated to his start date, with a 2022 cash
incentive target of 25% of base salary, with a maximum cash incentive potential
of up to 37.5% of base salary, as well as participating in the MVB Long-Term
Incentive Plan, with a long-term incentive target of 25% of base salary in time
and performance based restricted stock units. During his employment, Mr. Crouse
will be reimbursed for job related expenses and will be eligible for vacation
and sick leave, prorated based on start date, as well as being eligible to
participate in all health and welfare benefit plans currently offered by the
Company.
A copy of the press release announcing the planned appointment of Mr. Crouse is
attached as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release of MVB Financial Corp. dated September 14, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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