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MVB FINANCIAL CORP.

(MVBF)
  Report
Delayed Nasdaq  -  04:00 2022-11-28 pm EST
23.86 USD   -2.13%
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MVB FINANCIAL CORP : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

09/14/2022 | 04:38pm EST

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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Financials (USD)
Sales 2022 151 M - -
Net income 2022 15,0 M - -
Net Debt 2022 - - -
P/E ratio 2022 20,4x
Yield 2022 2,85%
Capitalization 301 M 301 M -
Capi. / Sales 2022 1,99x
Capi. / Sales 2023 1,39x
Nbr of Employees 458
Free-Float 78,6%
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Number of Analysts 3
Last Close Price 23,86 $
Average target price 35,17 $
Spread / Average Target 47,4%
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Managers and Directors
Larry F. Mazza Chief Executive Officer & Director
Donald T. Robinson President, CFO & Principal Accounting Officer
William Marston Becker Chairman
John C. Marion Chief Operating Officer
Brad Greathouse Chief Administration Officer
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