Business Context and Reporting Period
This Form 8-K Current Report was filed by MVB Financial Corp. on March 21, 2018. The filing discloses the issuance of restricted stock units (RSUs) to named executive officers under the Company's 2013 Stock Incentive Plan, as amended.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on executive compensation arrangements rather than financial performance metrics.
Material Changes
The material event reported is the grant of RSUs to four named executive officers on March 21, 2018. The awards consist of three categories:
- Time-based RSUs: Vest in one installment after five years, contingent on continued employment.
- Performance-based RSUs (TSR): Vest after three years based on Total Shareholder Return relative to a peer group.
- Performance-based RSUs (ROA): Vest after three years based on the Company's Return on Assets.
| Executive Officer | 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 | 634 | 625 |
| John T. Schirripa (EVP, Chief Lending Officer) | 3,789 | 480 | 473 |
| David A. Jones (SVP, Chief Risk Officer) | 2,042 | 259 | 255 |
Guidance, Outlook, and Risks
The filing outlines specific performance thresholds required for the vesting of performance-based awards:
- TSR Vesting: Requires the Company's TSR to meet the 50th percentile of the peer group to vest at 100%. Meeting or exceeding the 75th percentile results in 150% vesting. Performance between the 50th and 75th percentiles is prorated. Below the 50th percentile, no award is granted.
- ROA Vesting: Requires an ROA of 1.0% in the third year to vest at 100%. An ROA of 1.15% or greater results in 150% vesting. Performance between 1.0% and 1.15% is prorated. Below 1.0%, no award is granted.
Full terms and conditions are referenced in the 2013 Plan and the Restricted Stock Unit Grant Notice filed as Exhibit 10.1.
Investor Verification Checklist
- Verify the specific peer group used for the Total Shareholder Return (TSR) comparison.
- Confirm the internal ROA goals and calculation methodology referenced in the 2013 Plan.
- Review the full Restricted Stock Unit Grant Notice (Exhibit 10.1) for forfeiture conditions and other restrictions.
- Monitor future filings for actual vesting outcomes based on the 3-year and 5-year performance periods.