Business Context and Reporting Period
This Form 8-K filing by MVB Financial Corp. (MVBF) reports on events occurring on March 1, 2021. The filing details the execution of new employment agreements for the company's top executives, effective retroactively to January 1, 2021.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation arrangements.
Material Changes
The primary material change is the amendment and restatement of employment contracts for two key officers:
- Larry Mazza (President and CEO): New annual base salary set at $780,000.
- Donald T. Robinson (CFO and Treasurer): New annual base salary set at $395,000.
Both agreements include provisions for annual salary reviews, eligibility for incentive compensation plans, and specific severance terms.
Guidance, Outlook, and Risks
The filing outlines significant financial contingencies related to executive termination:
- Termination Without Cause:
- Mr. Mazza is entitled to a severance payment equal to two years of his then-current annual base salary.
- Mr. Robinson is entitled to a severance payment equal to one year of his then-current annual base salary.
- Both are entitled to pro-rated bonus payments and earned wages upon termination without cause or resignation for good reason.
- Change of Control: In the event of termination without cause connected to a change of control, each executive receives an additional severance amount equal to 0.5 times the standard severance amount described above.
- Restrictive Covenants: Both executives are subject to non-solicitation, non-interference, and non-competition restrictions for one year post-employment within U.S. states or cities where the Company operates.
Investor Verification Checklist
- Verify the total potential cash outflow for severance in a "without cause" termination scenario ($1.56M for Mazza + $395k for Robinson).
- Confirm the definition of "Change of Control" in the attached exhibits to assess the likelihood of the additional 0.5x severance multiplier.
- Review the specific terms of the "incentive compensation plan" referenced to understand variable pay exposure.
- Check the full text of Exhibits 10.1 and 10.2 for detailed definitions of "Cause," "Good Reason," and "Disability."